Cleary Gottlieb Steen & Hamilton Sample Contracts
ARTICLE 1 DEFINITIONSRegistration Rights Agreement • December 29th, 2004 • Fidelity National Financial Inc /De/ • Title insurance • New York
Standard Contracts
EXHIBIT 10.1 ------------ FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered into as of July 22, 2005, by and among SpectraSite Communications, Inc., a Delaware corporation (the "BORROWER"),...Credit Agreement • July 25th, 2005 • Spectrasite Inc • Communications services, nec • New York
IntercontinentalExchange, Inc. Common Stock Underwriting Agreement July 17, 2006 Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto (the "Representatives"), c/o Goldman,...Underwriting Agreement • July 26th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
b) On the Effective Date, the Registration Statement did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will,...Underwriting Agreement • December 6th, 2005 • Temple Inland Inc • Paperboard mills • New York
Execution Copy REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of May 4, 2001 by and between Neuberger Berman Inc., a Delaware corporation (the "Company"), and Merrill Lynch & Co., Merrill Lynch, Pierce,...Registration Rights Agreement • May 15th, 2001 • Neuberger Berman Inc • Investment advice • New York
METLIFE, INC.Underwriting Agreement • June 23rd, 2005 • Metlife Inc • Insurance agents, brokers & service • New York
Page ARTICLE I. DEFINITIONS.................................................... ............................... 2 SECTION 1.01. Defined Terms......................................................................... 2 SECTION 1.02. Other Definitional...Loan Agreement • October 26th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
Exhibit 10.7 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement"), made as of the 13th day of January, 2003 by and among BrandPartners Group, Inc. (formerly, Financial Performance Corporation), a Delaware corporation having an address at...Termination Agreement • November 14th, 2003 • Brandpartners Group Inc • Services-management consulting services • New York
20,000,000 Units Artius II Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 23, 2022 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent) Essex...Agreement Between Note Holders • April 19th, 2023 • Bank5 2023-5yr1 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of December 23, 2022 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder”), GOLDMAN SACHS BANK USA (“GS Bank”, together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (“MSMCH” and, in its capacity as initial agent, the “Initial Agent”).
HOLMES FINANCING (NO. 9) PLC AND ABBEY NATIONAL PLC AND HOLMES FUNDING LIMITED AND HOLMES TRUSTEES LIMITED AND DEUTSCHE BANK SECURITIES INC. AND LEHMAN BROTHERS INC. AND MORGAN STANLEY & CO. INCORPORATEDUnderwriting Agreement • November 21st, 2005 • HOLMES FINANCING (No. 9) PLC • Asset-backed securities • New York
Exhibit 4.3 INTERNATIONAL GAME TECHNOLOGY 2.60% CONVERTIBLE DEBENTURES DUE 2036 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • International Game Technology • Miscellaneous manufacturing industries • New York
TARGETSUnderwriting Agreement • March 13th, 2006 • Citigroup Inc • National commercial banks • New York
SIRIUSPOINT LTD. 7.000% Senior Notes due 2029 UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2024 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
Final Maturity Date: The “Final Maturity Date” means (1) April 5, 2029 (the “Scheduled Maturity Date”), if, on the Scheduled Maturity Date, the BMA Redemption Requirements (as defined in the preliminary prospectus supplement) are satisfied, or (2) otherwise, following the Scheduled Maturity Date, the earlier of (a) the date falling ten (10) business days after the BMA Redemption Requirements are satisfied and would continue to be satisfied if such payment were made and (b) the date on which a Winding-Up of the Issuer occurs.
Exhibit 10.1 DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC $150,000,000 AGGREGATE PRINCIPAL AMOUNT POLYMEDICA CORPORATION 1.00% CONVERTIBLE SUBORDINATED NOTES DUE SEPTEMBER 15, 2011 PURCHASE AGREEMENT DATED SEPTEMBER 13, 2006 PURCHASE...Purchase Agreement • September 19th, 2006 • Polymedica Corp • Pharmaceutical preparations • New York
TERMS AGREEMENTTerms Agreement • August 25th, 2006 • Citigroup Inc • National commercial banks
This Registration Rights Agreement (this "Agreement") is made and entered into as of June 3, 1997 by and among GreenPoint Capital Trust I, a Delaware statutory business trust (the "Trust"), GreenPoint Financial Corp., a Delaware corporation ("the...Registration Rights Agreement • August 19th, 1997 • Greenpoint Financial Corp • Savings institutions, not federally chartered • New York
BY AND AMONGStock Purchase Agreement • April 3rd, 2006 • Verizon Communications Inc • Telephone communications (no radiotelephone) • New York
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • August 20th, 2024 • Artius II Acquisition Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made , 2024, by and between Artius II Acquisition Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
500,000,000 5.50% First and Refunding Mortgage Bonds, Series 2010A, Due 2040Underwriting Agreement • March 11th, 2010 • Southern California Edison Co • Electric services • New York
RECITALSStockholder Agreement • June 1st, 1998 • First Hawaiian Inc • State commercial banks • Delaware
amongShareholders Agreement • February 7th, 2000 • Ontario Teachers Pension Plan Board • Converted paper & paperboard prods (no contaners/boxes) • New York
amongRegistration Rights Agreement • February 7th, 2000 • Wellspring Capital Management LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
by and amongShare Exchange Agreement • October 7th, 2004 • Henkel Kgaa /New/ • Specialty cleaning, polishing and sanitation preparations • Delaware
Shares of Non-Cumulative Perpetual Preferred Stock, Series D Oriental Financial Group Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2012 • Oriental Financial Group Inc • State commercial banks • New York
DEPOSIT AGREEMENT (B Shares)Deposit Agreement • February 24th, 2023 • Citibank,N.A./ADR • Telephone communications (no radiotelephone) • New York
DEPOSIT AGREEMENT, dated as of [·], by and among (i) AMÉRICA MÓVIL, S.A.B. DE C.V., a company organized under the laws of the United Mexican States, and its successors, (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder, and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
ARTICLE IVoting Agreement • May 25th, 2005 • America West Airlines Inc • Air transportation, scheduled • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 15, 2017, among KEYSIGHT TECHNOLOGIES, INC., as Borrower, The LENDERS Party Hereto and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agents...Credit Agreement • February 22nd, 2017 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • New York
Exhibit D-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
3,300,000 Shares MSCI INC. Class A Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2009 • MSCI Inc. • Periodicals: publishing or publishing & printing • New York
MSCI Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,300,000 shares (the “Firm Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 495,000 shares of Common Stock (the “Additional Shares”) if and to the extent that you, as manager of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” shall mean you, in the singular, as Underwriter and references to you as manager of the offering shall be to you
ARTICLE IMerger Agreement • June 1st, 1998 • First Hawaiian Inc • State commercial banks • Delaware
ArcelorMittal Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • February 23rd, 2012 • ArcelorMittal • Steel works, blast furnaces & rolling mills (coke ovens) • New York
From time to time, ArcelorMittal, a Luxembourg société anonyme (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The Securities will be issued pursuant to an Indenture dated as of May 20, 2009 between the Company and HSBC Bank USA, National Association, as trustee (the “Trustee”) and, as applicable with respect to the Securities, as supplemented by a supplemental indenture (as supplemented, the “Indenture”).
Endurance International Group Holdings, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • November 17th, 2014 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York
Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives” or “you”), an aggregate of 3,000,000 shares of common stock, par value $0.0001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 10,000,000 shares of Stock and, at the election of the Underwriters, up to 1,950,000 additional shares of Stock. The aggregate of 13,000,000 shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,950,000 additional shares of Stock to be sold by the Selling
PRICING AGREEMENT Barclays Bank PLC The Royal Bank of Scotland plc As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom c/o The Royal Bank of...Pricing Agreement • June 28th, 2005 • Metlife Inc • Insurance agents, brokers & service
EXECUTION VERSION 5,546,600 SHARES OF COMMON STOCK FIDELITY NATIONAL INFORMATION SERVICES, INC. UNDERWRITING AGREEMENT November 9, 2006 BEAR, STEARNS & CO. INC. 383 Madison Avenue New York, New York 10179 Ladies/Gentlemen: The shareholders listed on...Underwriting Agreement • November 15th, 2006 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
EXHIBIT 1(a) SAFETY FIRST TRUST SERIES 2006-1 THROUGH 2006-10 Trust Certificates UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2006 • Citigroup Inc • National commercial banks • New York
