Underwriting Agreement Sample Contracts

CITIGROUP COMMERCIAL MORTGAGE TRUST 2008-C7 $1,623,294,000 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2008-C7 CLASS A-1, CLASS A-2A, CLASS A-2B, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS A-M, CLASS A-MA, CLASS A-J AND CLASS A-JA...
Underwriting Agreement • May 12th, 2008 • Citigroup Commercial Mortgage Trust 2008-C7 • Asset-backed securities • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Global Commercial Real Estate 4 World Financial Center, 16th Floor 250 Vesey Street New York, New York 10080 Attention: David M. Rodgers

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Exhibit 4.1 THE KANSAS CITY SOUTHERN RAILWAY COMPANY 8.0% Senior Notes due 2015 UNDERWRITING AGREEMENT May 27, 2008
Underwriting Agreement • June 2nd, 2008 • Kansas City Southern • Railroads, line-haul operating • New York
Exhibit 1.1 14,375,000 Units TAILWIND FINANCIAL INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 25th, 2007 • Tailwind Financial Inc. • Blank checks • New York
20,000,000 Units1 Roman DBDR Acquisition Corp. II UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2024 • Roman DBDR Acquisition Corp. II • Blank checks • New York
UNDERWRITING AGREEMENT by and between CALLAN JMB INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2024 • Callan JMB Inc. • Services-business services, nec • New York

The undersigned, Callan JMB Inc., a company incorporated under the laws of the State of Nevada (collectively, with its Subsidiaries as hereinafter defined, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital, L.P., as the representative of the several underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Exhibit e (vi) USAA Investment Management Company 9800 Fredericksburg Road San Antonio, TX 78288 Gentlemen: Pursuant to paragraph 12 of the Underwriting Agreement dated as of June 25, 1993, as amended, between USAA Mutual Funds Trust (the Trust),...
Underwriting Agreement • November 17th, 2009 • Usaa Mutual Funds Trust

Pursuant to paragraph 12 of the Underwriting Agreement dated as of June 25, 1993, as amended, between USAA Mutual Funds Trust (the Trust), formerly known as USAA State Tax-Free Trust, and USAA Investment Management Company (the Underwriter), please be advised that the Trust has established one new series of its shares (New Fund) as set forth below:

HORIZON SPACE ACQUISITION II CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2024 • Horizon Space Acquisition II Corp. • Blank checks • New York

Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

PROCEPT BIOROBOTICS CORPORATION (a Delaware corporation) 1,923,076 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 31st, 2024 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • New York
GRID DYNAMICS HOLDINGS, INC. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • November 14th, 2024 • Grid Dynamics Holdings, Inc. • Services-prepackaged software • New York

Grid Dynamics Holdings, Inc., a Delaware 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 5,750,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 862,500 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.”

EXHIBIT 1.1 4,761,905 SHARES OF COMMON STOCK AND 4,761,905 WARRANTS OF CEL-SCI CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • December 19th, 2013 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 1.1 8,800,000 SHARES OF COMMON STOCK AND 2,200,000 WARRANTS TO PURCHASE COMMON STOCK OF CEL-SCI CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • April 15th, 2014 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 1.1 17,826,087 SHARES OF COMMON STOCK AND 17,826,087 WARRANTS OF CEL- SCI CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • October 10th, 2013 • Cel Sci Corp • Biological products, (no disgnostic substances) • New York
7,812,500 Shares Travere Therapeutics, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2024 • Travere Therapeutics, Inc. • Pharmaceutical preparations • New York
Data Knights Acquisition Corp. Trident Court, 1 Oakcroft Road Chessington, Surrey KT9 1BD United Kingdom Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • May 7th, 2024 • OneMedNet Corp • Services-commercial physical & biological research

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering

40,000,000 Shares JOBY AVIATION, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT October 24, 2024
Underwriting Agreement • October 28th, 2024 • Joby Aviation, Inc. • Aircraft • New York
First American Financial Corporation Underwriting Agreement
Underwriting Agreement • September 24th, 2024 • First American Financial Corp • Title insurance • New York

First American Financial Corporation, a Delaware 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”), upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), $450,000,000 principal amount of its 5.450% Senior Notes due 2034 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of January 24, 2013 (the “Base Indenture”) among the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee (the “Trustee”), as amended by a supplemental indenture to be dated as of the Closing Date (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Kodiak Gas Services, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • November 18th, 2024 • Kodiak Gas Services, Inc. • Natural gas transmission

The stockholder named in Schedule II hereto (the “Selling Stockholder”) of Kodiak Gas Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,708,885 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 856,332 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

Perceptive Capital Solutions Corp 51 Astor Place, 10th Floor New York, New York 10003
Underwriting Agreement • May 21st, 2024 • Perceptive Capital Solutions Corp • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Perceptive Capital Solutions Corp, a Cayman Islands exempted company (the “Company”) and Jefferies LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 8,625,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”) (including 1,125,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase additional Ordinary Shares). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.

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ATA INC. (an exempted company limited by shares under the laws of the Cayman Islands)
Underwriting Agreement • January 28th, 2008 • ATA Inc. • Services-educational services • New York
Exhibit 99.11 TRANSATLANTIC HOLDINGS, INC. XXXXXX SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • March 10th, 2010 • American International Group Inc • Fire, marine & casualty insurance • New York
Immatics N.V. Ordinary Shares (Nominal value €0.01 per share) Underwriting Agreement
Underwriting Agreement • October 15th, 2024 • Immatics N.V. • Biological products, (no disgnostic substances)

Immatics N.V., a public limited company (naamloze vennootschap) under Dutch law (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 16,250,000 (the “Firm Shares”) of the Company’s ordinary shares, nominal value €0.01 per share (“Ordinary Shares”), and, at the election of the Underwriters, up to 2,437,500 additional Ordinary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively referred to as the “Shares.”

INVIZYNE TECHOLOGIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances) • New York

The undersigned, Invizyne Technologies, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Invizyne Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Public Ventures, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:

SHARES
Underwriting Agreement • June 15th, 2006 • Copa Holdings, S.A. • Air transportation, scheduled • New York
2,395,000 Shares ASP Isotopes Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2024 • ASP Isotopes Inc. • Miscellaneous chemical products • New York
Exhibit 1 $300,000,000 Series 2008A 6.125% Senior Notes due May 15, 2038
Underwriting Agreement • May 14th, 2008 • Alabama Power Co • Electric services • New York
ENERGY INCOME AND GROWTH FUND 1,700,000 Common Shares of Beneficial Interest UNDERWRITING AGREEMENT
Underwriting Agreement • April 30th, 2010 • Energy Income & Growth Fund • New York
●] SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE [●] SHARES OF COMMON STOCK SERIES A COMMON WARRANTS TO PURCHASE [●] SHARES OF COMMON STOCK OF AUTONOMIX MEDICAL, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2024 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • New York

Ladenburg Thalmann & Co. Inc. As the Representative of the Several Underwriters, if any, Named in Schedule I hereto 640 Fifth Avenue, 4th Floor New York, NY 10019

EXECUTION VERSION MERRILL LYNCH MORTGAGE TRUST 2008-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2008-C1 UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 2008 • MLMT 2008-C1 • Asset-backed securities • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the several Underwriters listed on Schedule I hereto c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center 250 Vesey Street, 16th Floor New York, New York 10080

Underwriting Agreement between Legato Merger Corp. III and BTIG, LLC Dated February 5, 2024 (the “Agreement”) LEGATO MERGER CORP. III UNDERWRITING AGREEMENT
Underwriting Agreement • February 6th, 2024 • Legato Merger Corp. III • Blank checks • New York

The undersigned, Legato Merger Corp. III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:

500,000,000 4.50% First and Refunding Mortgage Bonds, Series 2010B, Due 2040
Underwriting Agreement • August 27th, 2010 • Southern California Edison Co • Electric services • New York
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