0000950123-15-007706 Sample Contracts

Summit Materials, Inc. Class A Common Stock, par value $0.01 per share Form of Underwriting Agreement
Underwriting Agreement • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

Summit Materials, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of the Class A common stock, par value $0.01 per share, of the Company (the “Class A Stock”) and, at the election of the Underwriters, up to [ ] additional shares of Class A Stock of the Company. The aggregate of [ ] shares of Class A Stock to be sold by the Company are herein called the “Firm Shares” and the aggregate of up to [ ] additional shares of Class A Stock to be sold by the Company are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The respective amounts of the Firm Shares to be so purchased by the several Underwriters are se

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NINTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 9, 2015, between Green America Recycling, LLC, a Missouri limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

TENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

Tenth Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2015, among Kilgore Partners, L.P., a Utah limited partnership, and Lewis & Lewis, Inc., a Wyoming corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

FORM OF AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

This AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT, dated as of [ ], 2015 (this “Amendment”), is entered into by and between Summit Materials, Inc., a Delaware corporation (the “Company”) and each of the other parties identified on the signature pages hereto (the “Investor Parties”). This Amendment is an amendment to the Stockholders’ Agreement, dated as of March 11, 2015 (the “Agreement”) by and between the Company and the Investor Parties.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 27th, 2015 • Summit Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of July 17, 2015, among Kilgore Partners, L.P., a Utah limited partnership, and Lewis & Lewis, Inc., a Wyoming corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.

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