0001144204-09-039674 Sample Contracts

NGP CAPITAL RESOURCES COMPANY (a Maryland corporation) $[ ] Aggregate Principal Amount Senior Securities $[ ] Aggregate Principal Amount Subordinated Securities and [ ] Warrants to Purchase Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 2009 • NGP Capital Resources Co • New York

NGP Capital Resources Company, a Maryland corporation (the “Company”), confirms its agreement with [_________] (“[__________]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom [______] 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 $[____] aggregate principal amount of senior debt securities (the “Senior Securities”) or subordinated debt securities (the “Subordinated Securities”), or both, or Warrants (the “Debt Warrants”) to purchase Senior Securities or Subordinated Securities, or both, of the Company set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof t

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NGP CAPITAL RESOURCES COMPANY (a Maryland corporation) [ ] Shares of Common Stock (Par Value $.001 Per Share) [ ] Shares of Preferred Stock (Par Value $.001 Per Share) and [ ] Warrants to Purchase Common Stock or Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 31st, 2009 • NGP Capital Resources Co • New York

NGP Capital Resources Company, a Maryland corporation (the “Company”), confirms its agreement with [ ] (“[ ]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom [ ] 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 numbers of shares of Common Stock, par value $.001 per share (“Common Stock”), or Preferred Stock, par value $.001 per share (“Preferred Stock”), or both, or Warrants (the “Warrants”) to purchase Common Stock or Preferred Stock, or both, of the Company set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase additional Securitie

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