MTS SYSTEMS CORPORATION 1,650,000 Shares of Common Stock, $0.25 par value Underwriting AgreementMTS Systems Corp • June 15th, 2016 • Measuring & controlling devices, nec • New York
MTS Systems Corporation, a Minnesota corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,650,000 shares of Common Stock, par value $0.25 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 247,500 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
PURCHASE CONTRACT AGREEMENT Dated as of June 15, 2016 among MTS SYSTEMS CORPORATION and U.S. Bank National Association, as Purchase Contract Agent and as Attorney-in-Fact for the Holders from time to time as provided herein and U.S. Bank National...Purchase Contract Agreement • June 15th, 2016 • MTS Systems Corp • Measuring & controlling devices, nec • New York
PURCHASE CONTRACT AGREEMENT, dated as of June 15, 2016 among MTS SYSTEMS CORPORATION a Minnesota corporation (the “Company”), U.S. Bank National Association acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and U.S. BANK NATIONAL ASSOCIATION, acting as trustee under the Indenture (as defined herein).
MTS SYSTEMS CORPORATION 1,000,000 8.75% Tangible Equity Units Underwriting AgreementUnderwriting Agreement • June 15th, 2016 • MTS Systems Corp • Measuring & controlling devices, nec • New York
MTS Systems Corporation, a Minnesota corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,000,000 8.75% Tangible Equity Units (the “Units”), of the Company (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional 150,000 Units of the Company (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” Each Security has a stated amount of $100 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to deliver on July 1, 2019, subject to any early settlement or redemption of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement), to be dat
