F-3asr Sample Contracts

NEXEN INC. AND
First Supplemental Indenture • March 7th, 2013 • Cnooc LTD • Crude petroleum & natural gas • New York
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INDENTURE
Indenture • June 30th, 2008 • LDK Solar Co., Ltd. • Semiconductors & related devices • New York
UBS AG
Distribution Agreement • March 27th, 2006 • UBS Preferred Funding Trust VIII • National commercial banks • New York
OF
Limited Liability Company Agreement • March 27th, 2006 • UBS Preferred Funding Trust VIII • National commercial banks • Delaware
NOMURA HOLDINGS, INC. (a joint stock corporation organized under the laws of Japan) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2021 • Nomura Holdings Inc • Security brokers, dealers & flotation companies • New York

Nomura Holdings, Inc., a joint stock corporation incorporated 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 [insert name of Representative] 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 [insert description of the securities] ([insert name of securities], [and together with the [insert name(s) of securities]] the “Securities”). The Securities are to be issued pursuant to a senior debt indenture dated as of January 16, 2020 (the “Indenture”) between the Company and Citibank, N.A., as trustee (the “Trustee”). The

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
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”):

UBS AG TO U.S. BANK TRUST NATIONAL ASSOCIATION Trustee INDENTURE
Indenture • March 27th, 2006 • UBS Preferred Funding Trust VIII • 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
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.

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.

IMMATICS N.V. Ordinary Shares (Nominal value €0.01 per share) SALES AGREEMENT
Sales Agreement • October 10th, 2024 • Immatics N.V. • Biological products, (no disgnostic substances) • New York

Immatics N.V., a public limited liability company (naamloze vennootschap) under Dutch law (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:

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.

Form of Underwriting Agreement] UNDERWRITING AGREEMENT National Grid plc $____________% Notes due 20______
Underwriting Agreement • August 28th, 2024 • National Grid PLC • Natural gas transmission • New York

National Grid plc, a public limited company incorporated under the laws of England and Wales (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”), $______ principal amount of its ______Notes due 20______ (the “Securities”). The Securities will be issued pursuant to an Indenture, as heretofore supplemented, dated June 12, 2023 (the “Base Indenture”), as supplemented by a _____ supplemental indenture dated as of ______, 20______ (the “______ Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) between the Company and Bank of New York Mellon, London Branch as trustee and paying agent (the “Trustee”).

OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • November 10th, 2021 • Affimed N.V. • Pharmaceutical preparations • New York
LEGEND BIOTECH CORPORATION AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________
Warrant Agreement • March 19th, 2024 • Legend Biotech Corp • Pharmaceutical preparations • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [•], between LEGEND BIOTECH CORPORATION, an exempted company incorporated in the Cayman Islands with limited liability and having its registered office at 2101 Cottontail Lane, Somerset, New Jersey 08873 (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”).

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
Dated as of August 4, 2021 VALE OVERSEAS LIMITED, as Company and VALE S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee AMENDED AND RESTATED INDENTURE
Indenture • August 4th, 2021 • Vale Overseas LTD • Metal mining • New York

Amended and Restated Indenture, dated as of August 4, 2021, (the “Indenture”) among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands, VALE S.A., a company duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Praia de Botafogo 186, offices 701, 1101, 1601, 1701, 1801 and 1901, Botafogo, 22250-145 Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 240 Greenwich Street, New York, New York 10286, as Trustee (herein called the “Trustee”) supplementing, amending and restating, in its entirety, the Amended and Restated Indenture, dated a

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture*
Indenture • November 16th, 2023 • MorphoSys AG • 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

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DRYSHIPS INC. INDENTURE
Indenture • October 5th, 2007 • DryShips Inc. • Deep sea foreign transportation of freight • New York
TAKEDA PHARMACEUTICAL COMPANY LIMITED [ ]% Notes due [ ] FORM OF UNDERWRITING AGREEMENT [Name(s) of Representatives] Underwriting Agreement
Underwriting Agreement • June 26th, 2024 • Takeda Pharmaceutical Co LTD • Pharmaceutical preparations • New York

The Notes will be issued pursuant to an indenture, dated as of July 9, 2020 (the “[Base] Indenture”), between the Company and The Bank of New York 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., as

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”).

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
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

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

EHANG HOLDINGS LIMITED AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Debt Securities 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”).

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”).

Dated as of [·], 2017
Indenture • November 9th, 2017 • Fibria Overseas Finance Ltd. • Paper mills • New York

INDENTURE, dated as of [·], 2017, between FIBRIA CELULOSE S.A., a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil (the “Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.

NEXEN INC.
Fifth Supplemental Indenture • March 7th, 2013 • Cnooc LTD • Crude petroleum & natural gas
AMONG
Share Purchase Agreement • September 18th, 2006 • Focus Media Holding LTD • Services-advertising agencies • Hong Kong
NORDIC AMERICAN TANKER SHIPPING LTD. INDENTURE Dated as of ______, 200_ [Name of Trustee] Trustee
Indenture • September 28th, 2009 • Nordic American Tanker Shipping LTD • Water transportation • New York
Koninklijke Philips N.V. Form of Underwriting Agreement $[—] of [—] % Notes due [—] $[—] of [—] % Notes due [—]
Underwriting Agreement • February 24th, 2015 • Koninklijke Philips Nv • 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

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