Common Contracts

160 similar Underwriting Agreement contracts by Equifax Inc, Southwest Gas Corp, Amphenol Corp /De/, others

Underwriting Agreement
Underwriting Agreement • August 15th, 2024 • Equifax Inc • Services-consumer credit reporting, collection agencies • New York

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

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TAKEDA PHARMACEUTICAL COMPANY LIMITED [ ]% Notes due [ ] FORM OF UNDERWRITING AGREEMENT [Name(s) of Representatives] Underwriting Agreement
Underwriting Agreement • June 26th, 2024 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York

The Notes will be issued pursuant to an indenture, dated as of July 9, 2020 (the “[Base] Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). [Certain terms of the Notes will be established pursuant to [an Officer’s Certificate] [a supplemental indenture (the “Supplemental Indenture”)] to the Base Indenture (together with the Base Indenture, the “Indenture”).] [[The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Company and the Depositary.] [or] [Global securities representing the Notes shall be deposited with, or on behalf of, [ ] (the “Common Depositary”), a common depositary for Euroclear Bank SA/NV as operator of the Euroclear system or any successor clearing agency (“Euroclear”), and Clearstream Banking S.A., as

400,000,000 AGGREGATE PRINCIPAL AMOUNT OLD REPUBLIC INTERNATIONAL CORPORATION
Underwriting Agreement • March 28th, 2024 • Old Republic International Corp • Surety insurance • New York

The Notes will be issued pursuant to the Indenture, dated as of August 15, 1992, between the Company and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture thereto, dated as of the Closing Date (as defined herein) (collectively, the “Indenture”).

THE AES CORPORATION $900,000,000 5.450% Senior Notes Due 2028 Underwriting Agreement
Underwriting Agreement • May 17th, 2023 • Aes Corp • Cogeneration services & small power producers • New York

Introductory. The AES Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (the “Agreement”), to issue and sell to J.P. Morgan Securities LLC (“J.P. Morgan”), Barclays Capital Inc. (“Barclays”) and the several underwriters named on Schedule A hereto (the “Underwriters”) for whom J.P. Morgan and Barclays are acting as representatives (in such capacity, the “Representatives”), $900,000,000 principal amount of its 5.450% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of December 8, 1998, as amended and supplemented (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas (as a successor to Wells Fargo Bank, N.A.), as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (as defined in Section 3 hereof) (the “Supplemental Indenture” and, together wit

Underwriting Agreement
Underwriting Agreement • May 16th, 2023 • Equifax Inc • Services-consumer credit reporting, collection agencies • New York

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

ARCHER-DANIELS-MIDLAND COMPANY Underwriting Agreement
Underwriting Agreement • April 3rd, 2023 • Archer-Daniels-Midland Co • Fats & oils • New York

Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule II hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom the representative or representatives, if any, named in Schedule I hereto are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule II of the Company’s 4.500% Notes due 2033 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of October 16, 2012 (as amended and supplemented, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in

AMPHENOL CORPORATION $350,000,000 4.750% Senior Notes due 2026 UNDERWRITING AGREEMENT March 27, 2023 Underwriting Agreement
Underwriting Agreement • March 28th, 2023 • Amphenol Corp /De/ • Electronic connectors • New York

The Notes will be issued pursuant to an indenture, dated as of March 16, 2023 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to an Officers’ Certificate delivered pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2(b) below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

Brown-Forman Corporation $650,000,000 4.750% Notes due 2033 UNDERWRITING AGREEMENT dated March 21, 2023 BofA Securities, Inc. Citigroup Global Markets Inc.
Underwriting Agreement • March 23rd, 2023 • Brown Forman Corp • Beverages • New York
SOUTHWEST GAS CORPORATION $300,000,000 5.450% Senior Notes due 2028 UNDERWRITING AGREEMENT
Underwriting Agreement • March 23rd, 2023 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
SOUTHWEST GAS CORPORATION $300,000,000 5.800% Senior Notes due December 1, 2027 UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2022 • Southwest Gas Corp • Natural gas transmisison & distribution • New York

Southwest Gas Corporation, a California corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $300,000,000 aggregate principal amount of its 5.800% Senior Notes due December 1, 2027 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 4, 2020 (the “Base Indenture”), and a supplemental indenture to be dated as of December 1, 2022 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.

Church & Dwight Co., Inc.
Underwriting Agreement • November 1st, 2022 • Church & Dwight Co Inc /De/ • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

Introductory. Church & Dwight Co., Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 5.600% Senior Notes due 2032 (the “Notes”). BofA Securities, Inc., MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

Underwriting Agreement
Underwriting Agreement • September 12th, 2022 • Equifax Inc • Services-consumer credit reporting, collection agencies • New York

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or

Church & Dwight Co., Inc.
Underwriting Agreement • May 20th, 2022 • Church & Dwight Co Inc /De/ • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

Introductory. Church & Dwight Co., Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2052 (the “Notes”). BofA Securities, Inc., BMO Capital Markets Corp., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

SOUTHWEST GAS CORPORATION $600,000,000 4.05% Senior Notes due 2032 UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2022 • Southwest Gas Corp • Natural gas transmisison & distribution • New York

Southwest Gas Corporation, a California corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $600,000,000 aggregate principal amount of its 4.05% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 4, 2020 (the “Base Indenture”), and a supplemental indenture to be dated as of March 22, 2022 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.

UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2022 • Puget Energy Inc /Wa • Electric services • New York
Cboe Global Markets, Inc.
Underwriting Agreement • March 4th, 2022 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

Introductory. Cboe Global Markets, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 3.000% Senior Notes due 2032 (the “Notes”). BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

CME GROUP INC. $750,000,000 2.650% Notes due 2032 UNDERWRITING AGREEMENT March 1, 2022
Underwriting Agreement • March 2nd, 2022 • Cme Group Inc. • Security & commodity brokers, dealers, exchanges & services • New York

CME Group Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include any underwriters substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule I of $750,000,000 aggregate principal amount of the Company’s 2.650% Notes due 2032 (the “Notes”). Barclays Capital Inc. and BofA Securities, Inc. shall act as representatives (the “Representatives”) of the several Underwriters.

RPM INTERNATIONAL INC. $300,000,000 2.950% Notes due 2032 UNDERWRITING AGREEMENT January 10, 2022 BofA Securities, Inc. Goldman Sachs & Co. LLC Underwriting Agreement
Underwriting Agreement • January 14th, 2022 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York

** Note: RPM International Inc. expects that delivery of the Notes will be made to investors on or about January 25, 2022, which will be the tenth business day following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on any date prior to two business days before delivery will be required by virtue of the fact that the Notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on any date prior to two business days before delivery should consult their advisors.

ARCHER-DANIELS-MIDLAND COMPANY $750,000,000 2.700% Notes due 2051 Underwriting Agreement
Underwriting Agreement • September 10th, 2021 • Archer-Daniels-Midland Co • Fats & oils • New York

Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule II hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom the representative or representatives, if any, named in Schedule I hereto are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule II of the Company’s 2.700% Notes due 2051 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of October 16, 2012 (as amended and supplemented, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in

AMPHENOL CORPORATION $750,000,000 2.200% Senior Notes due 2031 UNDERWRITING AGREEMENT September 7, 2021 Underwriting Agreement
Underwriting Agreement • September 9th, 2021 • Amphenol Corp /De/ • Electronic connectors • New York
SOUTHWEST GAS CORPORATION $300,000,000 3.18% Senior Notes due 2051 UNDERWRITING AGREEMENT
Underwriting Agreement • August 20th, 2021 • Southwest Gas Corp • Natural gas transmisison & distribution • New York

Southwest Gas Corporation, a California corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $300,000,000 aggregate principal amount of its 3.18% Senior Notes due 2051 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 4, 2020 (the “Base Indenture”), and a supplemental indenture to be dated as of August 20, 2021 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.

Underwriting Agreement
Underwriting Agreement • August 16th, 2021 • Equifax Inc • Services-consumer credit reporting, collection agencies • New York

Each underwriter represents, warrants and agrees that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “CO”) or which do not constitute an offer to the public within the meaning of the CO; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if p

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ALLEGHANY CORPORATION $500,000,000 3.250% Senior Notes due 2051 UNDERWRITING AGREEMENT
Underwriting Agreement • August 13th, 2021 • Alleghany Corp /De • Fire, marine & casualty insurance • New York

Alleghany Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $500,000,000 aggregate principal amount of its 3.250% Senior Notes due 2051 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of September 20, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee), as supplemented by a first supplemental indenture dated as of September 20, 2010 (the “First Supplemental Indenture”), a second supplemental indenture dated as of June 26, 2012 (the “Second Supplemental Indenture”), a third supplemental indenture dated as of September 9, 2014 (the “Third Supplemental Indenture”), a fourth supplemental indenture dated as of May 18, 2020 (the “Fourth Supplemental Indenture”) and a fif

AutoNation, Inc. UNDERWRITING AGREEMENT dated July 26, 2021 BofA Securities, Inc. Truist Securities, Inc. Wells Fargo Securities, LLC
Underwriting Agreement • July 29th, 2021 • Autonation, Inc. • Retail-auto dealers & gasoline stations • New York

Introductory. AutoNation, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 aggregate principal amount of its 1.950% Senior Notes due 2028 (the “2028 Notes” or the “2028 Securities”) and $450,000,000 aggregate principal amount of its 2.400% notes due 2031 (the “2031 Notes” or the “2031 Securities” and, together with the 2028 Notes, the “Notes” and, together with the 2028 Securities, the “Securities”). The Securities will be issued pursuant to an indenture dated as of April 14, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). To the e

UNDERWRITING AGREEMENT
Underwriting Agreement • June 10th, 2021 • SM Energy Co • Crude petroleum & natural gas • New York

Introductory. SM Energy Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), for whom you (the “Representatives”) are acting as the representatives, $400,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of May 21, 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture to the Base Indenture dated as of the Closing Date (as defined in Section 3(a) hereof) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The use of the neuter in this Underwriting Agreement (the “Agreement”) shall include the feminine and masculine wherever appropriate. If only one firm is a representative hereunder, then any reference

PerkinElmer, Inc. UNDERWRITING AGREEMENT March 4, 2021
Underwriting Agreement • March 8th, 2021 • Perkinelmer Inc • Laboratory analytical instruments • New York
McKESSON CORPORATION
Underwriting Agreement • December 3rd, 2020 • McKesson Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

The Notes will be issued pursuant to an indenture, dated as of December 4, 2012 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to an officer’s certificate (the “Officer’s Certificate”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, dated March 2, 2007 (the “DTC Agreement”), between the Company and the Depositary.

STRYKER CORPORATION $600,000,000 0.600% Notes due 2023 UNDERWRITING AGREEMENT November 18, 2020 Citigroup Global Markets Inc. BofA Securities, Inc. Wells Fargo Securities, LLC
Underwriting Agreement • November 23rd, 2020 • Stryker Corp • Surgical & medical instruments & apparatus • New York
General Finance Corporation
Underwriting Agreement • October 22nd, 2020 • General Finance CORP • Services-equipment rental & leasing, nec • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • August 20th, 2020 • Istar Inc. • Real estate investment trusts • New York

Introductory. iStar Inc., a Maryland corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofAS”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2026 (the “Securities”). BofAS has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities.

650,000,000 AGGREGATE PRINCIPAL AMOUNT MGIC INVESTMENT CORPORATION 5.250% SENIOR NOTES DUE 2028 Underwriting Agreement dated August 6, 2020
Underwriting Agreement • August 12th, 2020 • Mgic Investment Corp • Surety insurance • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

FLIR SYSTEMS, INC.
Underwriting Agreement • July 22nd, 2020 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York

The Notes will be issued pursuant to an indenture, to be dated as of August 3, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to the Base Indenture or pursuant to the terms of an Officers’ Certificate (as defined in the Base Indenture) (any such supplemental indenture or Officers’ Certificate together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary.

TAKEDA PHARMACEUTICAL COMPANY LIMITED [ ]% Notes due [ ] FORM OF UNDERWRITING AGREEMENT [Name(s) of Representatives] Underwriting Agreement
Underwriting Agreement • June 24th, 2020 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York

The Notes will be issued pursuant to an indenture, [to be] dated as of [ ], 20[ ] (the “[Base] Indenture”), between the Company and The Bank of New Mellon, as trustee (the “Trustee”). [Certain terms of the Notes will be established pursuant to [an Officer’s Certificate] [a supplemental indenture (the “Supplemental Indenture”)] to the Base Indenture (together with the Base Indenture, the “Indenture”).] [[The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Company and the Depositary.] [or] [Global securities representing the Notes shall be deposited with, or on behalf of, [ ] (the “Common Depositary”), a common depositary for Euroclear Bank SA/NV as operator of the Euroclear system or any successor clearing agency (“Euroclear”), and Clearstream Banking S.A., a

Underwriting Agreement
Underwriting Agreement • June 19th, 2020 • Cit Group Inc • National commercial banks • New York

Introductory. CIT Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named on Schedule A hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 3.929% Senior Unsecured Fixed-to-Floating Rate Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of March 15, 2012 (the “Base Indenture”), between the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating agent. Certain terms of the Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The use of the neuter in this U

WESTLAKE CHEMICAL CORPORATION
Underwriting Agreement • June 10th, 2020 • Westlake Chemical Corp • Industrial organic chemicals • New York

Introductory. Westlake Chemical Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 3.375% Senior Notes due 2030 (the “Notes”). Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Notes.

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