F-3asr Sample Contracts

as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent
Indenture • December 8th, 2006 • Governor & Co of the Bank of Ireland • Commercial banks, nec • New York
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OF
Limited Liability Company Agreement • March 27th, 2006 • UBS Preferred Funding Trust VIII • National commercial banks • Delaware
REPRESENTING 1,200,000,000 COMMON SHARES (PAR VALUE NT$10 PER SHARE)
Underwriting Agreement • May 8th, 2007 • Taiwan Semiconductor Manufacturing Co LTD • Semiconductors & related devices • New York
EXHIBIT 4.6 ----------- TRUST INDENTURE
Cnooc LTD • March 7th, 2013 • Crude petroleum & natural gas • Alberta
NOMURA HOLDINGS, INC. (a joint stock corporation organized under the laws of Japan) [ ]% Senior Notes due 20[ ] UNDERWRITING AGREEMENT
Underwriting Agreement • February 19th, 2016 • Nomura Holdings Inc • Security brokers, dealers & flotation companies • New York

Nomura Holdings, Inc., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Nomura Securities International, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters outside Japan, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $[ ] aggregate principal amount of the Company’s [ ]% Senior Notes due 20[ ] (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated on or around [ ] (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Securities will be issued in book-entry f

AND
Indenture • March 7th, 2013 • Cnooc LTD • Crude petroleum & natural gas • New York
UBS AG TO U.S. BANK TRUST NATIONAL ASSOCIATION Trustee INDENTURE
UBS Preferred Funding Trust VIII • March 27th, 2006 • National commercial banks • New York
DEPOSIT AGREEMENT by and among AZUL S.A. CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 7, 2017
Deposit Agreement • June 25th, 2018 • Azul Sa • Air transportation, scheduled • New York

DEPOSIT AGREEMENT, dated as of April 7, 2017, by and among (i) Azul S.A., a sociedade por ações organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (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 (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

OF
Trust Agreement • March 27th, 2006 • UBS Preferred Funding Trust VIII • National commercial banks • Delaware
ORBOTECH LTD. [ ] Ordinary Shares Form of Equity Securities Underwriting Agreement
Orbotech LTD • June 9th, 2016 • Industrial instruments for measurement, display, and control • New York

Orbotech Ltd., an Israeli company (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 [ ] Ordinary Shares, New Israeli Shekels 0.14 nominal (par) value per share, of the Company (the “Ordinary Shares” and, with respect to the [ ] Ordinary Shares sold hereunder, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] Ordinary Shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Ordinary Shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

SUZANO PAPEL E CELULOSE S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement December 10, 2018
Deposit Agreement • September 18th, 2020 • Suzano S.A. • Paper mills • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of December 10, 2018 among SUZANO PAPEL E CELULOSE S.A., a company incorporated under the laws of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

EHANG HOLDINGS LIMITED, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities
Indenture • April 19th, 2024 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE, dated as of [●], 20 , among EHang Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

ALLIED IRISH BANKS, p.l.c. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of
Deposit Agreement • June 2nd, 2008 • Allied Irish Banks PLC • Commercial banks, nec • New York

DEPOSIT AGREEMENT dated as of , 2008, among Allied Irish Banks, p.l.c., incorporated under the laws of Ireland (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.

DRYSHIPS INC. INDENTURE
DryShips Inc. • October 5th, 2007 • Deep sea foreign transportation of freight • New York
EHANG HOLDINGS LIMITED AND , AS WARRANT AGENT FORM OF ORDINARY SHARES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • April 19th, 2024 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

THIS ORDINARY SHARE WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EHang Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

NEXEN INC. AND
Cnooc LTD • March 7th, 2013 • Crude petroleum & natural gas • New York
LLOYDS TSB GROUP PLC and THE BANK OF NEW YORK
Deposit Agreement • June 15th, 2007 • Lloyds TSB Group PLC • Commercial banks, nec • New York

DEPOSIT AGREEMENT dated as of _______, 2007 among LLOYDS TSB GROUP PLC, a public limited company incorporated under the laws of Scotland (herein called the “Company”), THE BANK OF NEW YORK, a New York banking corporation (herein called the “Depositary”), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.

Exhibit 4.15 FORM OF STANDBY PURCHASE AGREEMENT Dated as of [_____]
Purchase Agreement • December 18th, 2006 • Petrobras International Finance Co • Crude petroleum & natural gas • New York
Supplement to Indenture Dated as of November 21, 2000
Indenture • March 27th, 2006 • UBS Preferred Funding Trust VIII • National commercial banks • New York
INDENTURE
Indenture • June 30th, 2008 • LDK Solar Co., Ltd. • Semiconductors & related devices • New York
Reconciliation and tie between Trust Indenture Act of 1939 and Indenture*
MorphoSys AG • November 16th, 2023 • Pharmaceutical preparations • New York

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and

EHANG HOLDINGS LIMITED AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • April 19th, 2024 • EHang Holdings LTD • Aircraft parts & auxiliary equipment, nec • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EHANG HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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OPEN MARKET SALE AGREEMENTSM
Affimed N.V. • November 10th, 2021 • Pharmaceutical preparations • New York
ArcelorMittal Debt Securities Debt Securities Convertible into Ordinary Shares Ordinary Shares Rights to Purchase Ordinary Shares Underwriting Agreement Standard Provisions
Underwriting Agreement • April 8th, 2024 • 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 (i) the debt securities, including debt securities convertible into Ordinary Shares (as defined below), designated in such Underwriting Agreement (the “Debt Securities”), (ii) the ordinary shares, without nominal value (the “Ordinary Shares”) and (iii) the rights to purchase Ordinary Shares (the “Rights” and, together with the Ordinary Shares, the “Equity 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”. Unless otherwise specified in th

CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of December 8, 2003 Amended and Restated as of August 11, 2006
Deposit Agreement • August 6th, 2007 • Ctrip Com International LTD • Services-business services, nec • New York

The Bank of New York as depositary (hereinafter called the “Depositary”), hereby certifies that , or registered assigns IS THE OWNER OF

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

Exhibit 1.1 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND Medium Term Notes DISTRIBUTION AGREEMENT
Terms Agreement • December 8th, 2006 • Governor & Co of the Bank of Ireland • Commercial banks, nec • New York
NEXEN INC.
Supplemental Indenture • March 7th, 2013 • Cnooc LTD • Crude petroleum & natural gas
ORANGE (a French société anonyme) $[•] [•]% Notes due 20[•] PURCHASE AGREEMENT
Purchase Agreement • December 7th, 2023 • Orange • Telephone communications (no radiotelephone) • New York

Orange, a French société anonyme (the "Company"), confirms its agreement with [•] and [•], 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 10 hereof)[for whom [•] and [•][is][are] acting as representative[s] (in such capacity the "Representative[s]")], 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 Schedule A of $[•] aggregate principal amount of the Company’s [•]% Notes due 20[•] (the "Securities"). The Securities are to be issued pursuant to an indenture to be dated as of [•], (the "Indenture") between the Company and [The Bank of New York Mellon], as trustee (the "Trustee"). The term "Indenture," as used herein, includes the Officer’s Certificate (as defined in the Indenture) or any supplemental indenture establishing th

Page ---- ARTICLE I DEFINITIONS Section 1.01. Definitions....................................................... 1 ARTICLE II TRUST INDENTURE ACT
Trust Agreement • March 27th, 2006 • UBS Preferred Funding Trust VIII • National commercial banks • Delaware
Koninklijke Philips N.V. Form of Underwriting Agreement $[—] of [—] % Notes due [—] $[—] of [—] % Notes due [—]
Koninklijke Philips Nv • February 24th, 2015 • Electronic & other electrical equipment (no computer equip) • New York

Koninklijke Philips N.V., a limited liability company incorporated in The Netherlands (the “Company”) having its registered corporate office in Amsterdam, The Netherlands, proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Base Indenture”) dated as of March 11, 2008, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented pursuant to a supplemental indenture dated March 9, 2012 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item

IMMUNOCORE HOLDINGS PLC and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________
Debt Securities Warrant Agreement • April 4th, 2022 • Immunocore Holdings PLC • Biological products, (no disgnostic substances) • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales under company number 13119746 and having its registered office at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom, OX14 4RY (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among ENERSIS S.A. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of September 30, 2010
Deposit Agreement • February 25th, 2013 • Enersis S.A. • Electric services • Delaware

SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of September 30, 2010 among ENERSIS S.A., a sociedad anónima abierta organized and existing under the laws of the Republic of Chile (herein called the “Company”), CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (herein called the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued hereunder (such capitalized terms as hereinafter defined), amending and restating the Amended and Restated Deposit Agreement dated as of June 1, 1994, among the Company, the Depositary and all Holders (the “Original Agreement”).

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