Common Contracts

78 similar Underwriting Agreement contracts by Franklin Resources Inc, Avangrid, Inc., Blackstone Mortgage Trust, Inc., others

Zimmer Biomet Holdings, Inc. $700,000,000 5.200% Notes due 2034 Underwriting Agreement
Underwriting Agreement • August 14th, 2024 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $700,000,000 aggregate principal amount of its 5.200% Notes due 2034 (the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated

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Zimmer Biomet Holdings, Inc. $500,000,000 5.350% Notes due 2028 Underwriting Agreement
Underwriting Agreement • December 1st, 2023 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 5.350% Notes due 2028 (the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated as of November 17, 2009, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a ninth supplemental indenture to be dated as of December 1,

Equinix, Inc. Underwriting Agreement
Underwriting Agreement • April 5th, 2022 • Equinix Inc • Real estate investment trusts • New York

Equinix, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom BNP Paribas Securities Corp., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and MUFG Securities Americas Inc. (“you” or the “Representatives”) are acting as representatives, the respective amounts set forth in Schedule II hereto opposite such Underwriter’s name of $1,200,000,000 aggregate principal amount of the Company’s 3.900% Senior Notes due 2032 (the “Securities”). The Securities are to be issued under that certain indenture, dated as of December 12, 2017, between the Company and U.S. Bank Trust Company National Association, as trustee (the “Trustee”) (as supplemented by that certain First Supplemental Indenture, dated as of December 12, 2017, that certain Second Supplemental Indenture, dated as of March 14, 2018, that certain Third Supplemental Indenture, da

Lear Corporation Underwriting Agreement
Underwriting Agreement • November 8th, 2021 • Lear Corp • Motor vehicle parts & accessories • New York

Lear Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (i) $350,000,000 aggregate principal amount of the Company’s 2.600% Senior Notes due 2032 (the “2032 Notes”) and (ii) $350,000,000 aggregate principal amount of the Company’s 3.550% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Securities”), as further described on Schedule I hereto, to be issued under an indenture, to be dated as of November 8, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as may be amended and supplemented from time to time and, in the case of the 2032 Notes, as further supplemented by the First Supplemental Indenture, to be dated as of November 8, 2021, between the Company and the Trustee (the “First Supplemen

Franklin Resources, Inc. Underwriting Agreement
Underwriting Agreement • August 12th, 2021 • Franklin Resources Inc • Investment advice • New York

Franklin Resources, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $100,000,000 principal amount of its 1.600% Notes due 2030 (the “2030 Notes”) and $350,000,000 principal amount of its 2.950% Notes due 2051 (the “2051 Notes,” and together with the 2030 Notes, the “Securities”). The 2030 Notes form a part of the same series as the Company’s outstanding $750,000,000 principal amount of its 1.600% Notes due 2030, issued on October 19, 2020. The Securities shall be issued under an indenture dated as of October 6, 2020, between the Company and The Bank of New York Mellon Trustee Company, N.A., as trustee (the

Franklin Resources, Inc.
Underwriting Agreement • October 19th, 2020 • Franklin Resources Inc • Investment advice • New York

Franklin Resources, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $750,000,000 principal amount of its 1.600% Notes due 2030 (the “Securities”), to be issued under an indenture dated as of October 6, 2020, between the Company and The Bank of New York Mellon Trustee Company, N.A., as trustee (the “Trustee”), as supplemented by an officer’s certificate to be dated the Closing Date (as defined herein), the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Pr

ONEOK, Inc. Underwriting Agreement
Underwriting Agreement • June 16th, 2020 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii).

Loews Corporation $500,000,000 3.200% Senior Notes due 2030 Underwriting Agreement
Underwriting Agreement • May 8th, 2020 • Loews Corp • Fire, marine & casualty insurance • New York

Loews Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 3.200% Senior Notes due 2030 (the “Securities”), to be issued under (a) an Indenture dated as of March 1, 1986 (as supplemented by the First Supplemental Indenture dated as of March 30, 1993, and the Second Supplemental Indenture, dated as of February 18, 1997, the “Senior Indenture”), between the Company and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank (National Association)), as trustee (the “Trustee”), and (b) resolutions of a securities committee authorized by the Executive Committee of the Board of Directors of the Company to determine the terms of the Securities dated as of May 6, 2020 (such resolutions, together with the Senior Indenture, are collectively referred to here

AVANGRID, INC. $750,000,000 3.200% Notes due 2025 Underwriting Agreement
Underwriting Agreement • April 9th, 2020 • Avangrid, Inc. • Electric services • New York

The issuer has filed an automatic shelf registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) on May 6, 2019, which became effective upon filing, relating to the offering to which this communication relates. Before you invest, you should read the registration statement, prospectus, preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement, when available, may be obtained from BBVA Securities Inc. collect at 1-212-728-1500, BNP Paribas Securities Corp. toll-free at 1-800-854-5674, BofA Securities, Inc. toll-free at 1-800-294-1322 or MUFG Securities Americas Inc. toll-free at 1-877-649-6848.

AVANGRID, INC. $750,000,000 3.800% Notes due 2029 Underwriting Agreement
Underwriting Agreement • May 16th, 2019 • Avangrid, Inc. • Electric services • New York

The issuer has filed an automatic shelf registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) on May 6, 2019, which became effective upon filing, relating to the offering to which this communication relates. Before you invest, you should read the registration statement, prospectus, preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement, when available, may be obtained from Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Credit Agricole Securities (USA) Inc. toll-free at 1-866-807-6030, MUFG Securities Americas Inc. toll-free at 1-877-649-6848 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

Lear Corporation Underwriting Agreement
Underwriting Agreement • May 1st, 2019 • Lear Corp • Motor vehicle parts & accessories • New York

Lear Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amounts of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of August 17, 2017 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as may be amended and supplemented from time to time and as further supplemented by the Second Supplemental Indenture, to be dated as of May 1, 2019, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The terms Representatives and Underwriter shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectu

Snap-on Incorporated Underwriting Agreement
Underwriting Agreement • February 26th, 2018 • SNAP-ON Inc • Cutlery, handtools & general hardware • New York

Snap-on Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of January 8, 2007, between the Company and U.S. Bank National Association, a national banking corporation, as trustee (the “Trustee”).

Equinix, Inc. 5,277,778 Shares Common Stock ($0.001 per share par value) plus an option to purchase from the Company up to 791,666 shares of Common Stock Underwriting Agreement
Underwriting Agreement • March 14th, 2017 • Equinix Inc • Real estate investment trusts • New York

Equinix, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (“you” or the “Representatives”) are acting as representatives, the number of shares of common stock, $0.001 par value (“Common Stock”), of the Company set forth on Schedule I hereto (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase the number of additional shares of

INGREDION INCORPORATED $500,000,000 3.200% Senior Notes due 2026 UNDERWRITING AGREEMENT
Underwriting Agreement • September 22nd, 2016 • Ingredion Inc • Grain mill products • New York

Ingredion Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 3.200% Senior Notes due 2026 (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of August 18, 1999, between the Company and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (the “Trustee”), as amended and supplemented, including by the ninth supplemental indenture to be dated on or about September 22, 2016 (the “Supplemental Indenture”; and the Base Indenture, as so supplemented, the “Indenture”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant

€850,000,000 0.625% Senior Notes due 2023 Underwriting Agreement
Underwriting Agreement • September 20th, 2016 • V F Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
PG&E CORPORATION 4,900,000 Shares of Common Stock (NO PAR VALUE) Underwriting Agreement
Underwriting Agreement • August 19th, 2016 • PACIFIC GAS & ELECTRIC Co • Electric & other services combined • New York

PG&E Corporation, a corporation organized under the laws of the State of California (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 4,900,000 shares of common stock, no par value, of the Company (the “Common Stock”). The aforesaid 4,900,000 shares of Common Stock to be purchased by the Underwriters are hereinafter called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall b

Loews Corporation Underwriting Agreement
Underwriting Agreement • March 22nd, 2016 • Loews Corp • Fire, marine & casualty insurance • New York

Loews Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 3.75% Senior Notes due 2026 (the “Securities”), to be issued under (a) an Indenture dated as of March 1, 1986 (as supplemented by the First Supplemental Indenture dated as of March 30, 1993, and the Second Supplemental Indenture, dated as of February 18, 1997, the “Senior Indenture”), between the Company and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank (National Association)), as trustee (the “Trustee”), and (b) resolutions of a securities committee authorized by the Executive Committee of the Board of Directors of the Company to determine the terms of the Securities dated as of March 17, 2016 (such resolutions, together with the Senior Indenture, are collectively referred to he

Loxo Oncology, Inc. 2,500,000 Shares(1) Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • November 12th, 2015 • Loxo Oncology, Inc. • Pharmaceutical preparations • New York

Loxo Oncology, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.0001 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the te

PG&E CORPORATION 6,800,000 Shares of Common Stock (NO PAR VALUE) Underwriting Agreement
Underwriting Agreement • August 10th, 2015 • PACIFIC GAS & ELECTRIC Co • Electric & other services combined • New York

PG&E Corporation, a corporation organized under the laws of the State of California (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 6,800,000 shares of common stock, no par value, of the Company (the “Common Stock”). The aforesaid 6,800,000 shares of Common Stock to be purchased by the Underwriters are hereinafter called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be dee

Franklin Resources, Inc. Underwriting Agreement
Underwriting Agreement • March 30th, 2015 • Franklin Resources Inc • Investment advice • New York

Franklin Resources, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of May 19, 1994, between the Company and The Bank of New York Trust Company, N.A. as successor to Chemical Bank, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated October 9, 1996 and a fourth supplemental indenture to be dated as of March 30, 2015 (such indenture, as supplemented, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any

Koninklijke Philips N.V. Form of Underwriting Agreement $[—] of [—] % Notes due [—] $[—] of [—] % Notes due [—]
Underwriting Agreement • February 24th, 2015 • Koninklijke Philips Nv • Electronic & other electrical equipment (no computer equip) • New York

Koninklijke Philips N.V., a limited liability company incorporated in The Netherlands (the “Company”) having its registered corporate office in Amsterdam, The Netherlands, proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of March 11, 2008, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented pursuant to a supplemental indenture dated March 9, 2012 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item

Dana Holding Corporation Underwriting Agreement
Underwriting Agreement • December 9th, 2014 • Dana Holding Corp • Motor vehicle parts & accessories • New York

Dana Holding Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the principal amount of its 5.500% Senior Notes due 2024 (the “Securities”) as set forth in Schedule I hereto, to be issued under an indenture (the “Base Indenture”) dated as of January 28, 2011, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a third supplemental indenture dated as of December 9, 2014 (the “Supplemental Indenture” and, the Base Indenture, as modified by the Supplemental Indenture, the “Indenture”) to the Base Indenture. To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representative as used herein shall mean you, as Underwriters, and the ter

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Hasbro, Inc. $300,000,000 3.150% Notes due 2021 $300,000,000 5.100% Notes due 2044 Underwriting Agreement
Underwriting Agreement • May 12th, 2014 • Hasbro Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York

Hasbro, Inc., a corporation organized under the laws of the State of Rhode Island (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate principal amount of its 3.150% Notes due 2021 (the “2021 Notes”) and $300,000,000 aggregate principal amount of its 5.100% Notes due 2044 (the “2044 Notes” and, together with the 2021 Notes, the “Securities”), to be issued under an indenture, dated as of March 15, 2000 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, to be dated the Closing Date (as defined below) (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).

Acceleron Pharma Inc. [·] Shares (1) Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • January 21st, 2014 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • New York

Citigroup Global Markets Inc. Leerink Partners LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

Blackstone Mortgage Trust, Inc. 8,500,000 Shares 1 Class A Common Stock (par value $0.01 per share) Underwriting Agreement
Underwriting Agreement • January 14th, 2014 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, par value $0.01 per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Under

AMC Entertainment Holdings, Inc. [ ] Shares(1) Class A Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • December 3rd, 2013 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

AMC Entertainment Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Class A common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the

Genesee & Wyoming Inc. 5,984,232 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)
Underwriting Agreement • November 19th, 2013 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

The persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,984,232 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”), (the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus or the Final Prospectus

Alkermes plc Ordinary Shares Preferred Shares Debt Securities Form of Underwriting Agreement
Underwriting Agreement • November 12th, 2013 • Alkermes Plc. • Pharmaceutical preparations • New York

Alkermes plc (the “Company”), a company incorporated under the laws of Ireland, proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] ordinary shares, par value $0.01 per share (the “Ordinary Shares”) and/or [ ] preferred shares, par value $0.01 per share (the “Preferred Shares”) and/or $[ ] principal amount of debt securities (the “Debt Securities” and, collectively with the Ordinary Shares and the Preferred Shares, the “Securities”) of the Company. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 22 here

Dana Holding Corporation Underwriting Agreement
Underwriting Agreement • August 5th, 2013 • Dana Holding Corp • Motor vehicle parts & accessories • New York

Dana Holding Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its 5.375% Senior Notes due 2021 (the “2021 Notes”) and of its 6.000% Senior Notes due 2023 (the “2023 Notes,” and together with the 2021 Notes, the “Securities”) as set forth in Schedule I hereto, to be issued under an indenture (the “Base Indenture”) dated as of January 28, 2011, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a second supplemental indenture dated as of August 2, 2013 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to the Base Indenture. To the extent there are no additional Underwriters listed on Schedule II other than you,

WCI Communities, Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • July 24th, 2013 • WCI Communities, Inc. • Operative builders • New York

WCI Communities, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and

Blackstone Mortgage Trust, Inc. [ ] Shares 1 Class A Common Stock ($0.01 par value per share) Underwriting Agreement
Underwriting Agreement • May 22nd, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York

Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of class A common stock, $0.01 par value per share (the “Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).

Commercial Metals Company Underwriting Agreement
Underwriting Agreement • May 9th, 2013 • Commercial Metals Co • Steel works, blast furnaces & rolling mills (coke ovens) • New York

Commercial Metals Company, a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $330,000,000 in aggregate principal amount of its 4.875% Senior Notes due 2023, as set forth on Schedule I hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of May 6, 2013, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of May 20, 2013 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the

PG&E CORPORATION 7,200,000 Shares of Common Stock (NO PAR VALUE) Underwriting Agreement
Underwriting Agreement • March 4th, 2013 • PG&E Corp • Electric & other services combined • New York

PG&E Corporation, a corporation organized under the laws of the State of California (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as Representative, with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 7,200,000 shares of common stock, no par value, of the Company (the “Common Stock”). The aforesaid 7,200,000 shares of Common Stock to be purchased by the Underwriters are hereinafter called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be dee

Genesee & Wyoming Inc. 3,500,000 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)
Underwriting Agreement • September 19th, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”) and Mortimer B. Fuller III) (the “Selling Shareholder”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,500,000 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of the Company set forth in Schedule I hereto (said shares to be sold by the Company and the Selling Shareholder being hereinafter called the “Underwritten Securities”). The Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters the option described in Section 2(b) hereof to purchase all or any part of 525,000 additional shares of Class A Common Stock to the extent that the Underwriters sell more than the Underwritten Securities (the “Option Securities”; th

STANLEY BLACK & DECKER, INC. Underwriting Agreement
Underwriting Agreement • July 24th, 2012 • Stanley Black & Decker, Inc. • Cutlery, handtools & general hardware • New York

Stanley Black & Decker, Inc., a corporation organized under the laws of the State of Connecticut (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its junior subordinated debt securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under a junior subordinated indenture dated as of November 22, 2005 (the “Base Subordinated Indenture”), between the Company and HSBC Bank USA, National Association, as trustee (the “Trustee”), as supplemented by a third supplemental indenture dated as of July 25, 2012, between the Company and the Trustee, establishing the terms of the Securities (the “Third Supplemental Indenture” and together with the Base Subordinated Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives

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