Introductory Sample Clauses
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Introductory. Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 50,000,000 units of the Company (the “Units”). The 50,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 7,500,000 Units as provided in Section 2. The additional 7,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days afte...
Introductory. Evergreen Energy Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) $95,000,000 principal amount of its 8.00% Convertible Secured Notes due August 1, 2012 (the “Notes”) to be issued under an indenture dated as of July 30, 2007 (the “Indenture”), among the Company, Evergreen Operations, LLC, a Delaware limited liability company, KFx Plant, LLC, a Wyoming limited liability company, KFx Operations, LLC, a Wyoming limited liability company, Landrica Development Company, a South Dakota corporation, and Buckeye Industrial Mining Company, an Ohio corporation (collectively, the “Guarantors”) and U.S. Bank, as trustee (the “Trustee”) on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the “Securities Act”). The payment of principal, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a secured basis, by the Guarantors. The Notes and the Guarantees will be secured by a first-priority lien on the Collateral (as defined in the Indenture) (the “Collateral”) pursuant to a security agreement (the “Security Agreement”). The Notes and Guarantees are herein collectively referred to as the “Offered Securities”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act. The Company hereby agrees with the several Purchasers as follows:
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2006-A (the "Issuing Entity") to issue $246,100,000 aggregate principal amount of Class A-1 5.45498% Asset Backed Notes (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of Class A-2 5.59% Asset Backed Notes (the "Class A-2 Notes"), $302,000,000 aggregate principal amount of Class A-3 5.57% Asset Backed Notes (the "Class A-3 Notes") and $136,460,000 aggregate principal amount of Class A-4 5.62% Asset Backed Notes (the "Class A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be sold to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of June 1, 2006 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class A Notes as contemplated herein, the Issuing Entity will issue $26,560,000 aggregate principal amount of Class B 5.71% Asset Backed Notes (the "Class B Notes," together with the Class A Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. The Class B Notes will be sold pursuant to an underwriting agreement (the "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor, CFSC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ ...
Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
Introductory. QTS Realty Trust, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,750,000 shares of its 6.50% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Shares”). The 2,750,000 Shares to be issued and sold by the Company are being hereinafter called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 412,500 Shares, solely to cover overallotments, as provided in Section 2. The additional 412,500 Shares to be sold by the Company pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The terms of the Offered Shares will be set forth in an Articles Supplementary with respect to the Shares (the “Articles Supplementary”) to be filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) amending the articles of amendment and restatement of the Company (the “Articles of Amendment and Restatement”). Deutsche Bank Securities Inc. (“Deutsche Bank”), ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3, File No. 333-210425, including a base prospectus dated March 28, 2016 (including the documents incorporated or deemed to be incorporated by reference therein prior to the time of the execution of this Agreement pursuant to Item 12 of Form S-3 under the Securities Act (as defined below) the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulatio...
Introductory. Conn’s Receivables Funding 2017-B, LLC (the “Issuer”) proposes to sell $361,400,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A, Series 2017-B (the “Class A Notes”), $132,180,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2017-B (the “Class B Notes”), and $78,640,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2017-B (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Purchased Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2017-B (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of December 20, 2017 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of December 20, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of December 20, 2017 (the “Trust Agreement”) between 91199526 Conn’s 2017-B: Note Purchase Agreement Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and certain related rights. The Receivables Trust Certificate will be sold to the Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of December 20, 2017 (the “Purchase and Sale Agreement”), between the Depositor and the Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (i) by the Seller to the Depositor pursuant to a First Receivables Purchase Agreemen...
Introductory. SpinCycle, Inc., a Delaware corporation (the "Company") proposes, subject to the terms and conditions stated herein, to issue and sell to you (the "Initial Purchaser") 144,990 Units (the "Units") each consisting of $1000 principal amount at maturity 12 3/4% Senior Discount Notes due 2005 (the "Notes") and one Warrant (the "Warrants") to purchase .1839 shares of common stock, par value $.01 per share (the "Warrant Shares" and, together with the Warrants, the Notes and the Units, the "Offered Securities"). The Notes are to be issued under an indenture, dated as of April 29, 1998 (the "Indenture"), between the Company and Norwest Bank Minnesota, N.A., as Trustee. The Warrants are to be issued under a warrant agreement to be dated as of April 29, 1998 (the "Warrant Agreement") between the Company and Norwest Bank Minnesota, N.A., as Warrant Agent (the "Warrant Agent"). The holders of Notes, including the Initial Purchaser, will be entitled to the benefits of a Registration Rights Agreement (the "Registration Rights Agreement") dated as of April 29, 1998 between the Company and the Initial Purchaser. The holders of Warrants and Warrant Shares, including the Initial Purchaser, will be entitled to the benefits of the registration rights with respect thereto under the Warrant Agreement. This agreement (the "Agreement" or the "Purchase Agreement"), the Indenture, the Warrant Agreement and the Registration Rights Agreement are referred to collectively as the " Operative Documents." The Company hereby agrees with the Initial Purchaser as follows:
Introductory. The stockholders of TechTarget, Inc., a Delaware corporation (the “Company”) named in Schedule B (collectively, the “Selling Stockholders”) severally, and not jointly, propose to sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The 5,000,000 Shares to be sold by the Selling Stockholders are called the “Firm Shares.” In addition, the Selling Stockholders have severally, and not jointly, granted to the Underwriters an option to purchase up to an additional 750,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 750,000 Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-181187, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(...
Introductory. C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an op...
Introductory. Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several Initial Purchasers named below (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $300,000,000 aggregate principal amount of the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2018 (the “Notes”). The Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Company, ▇▇▇▇▇, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only 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 (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best effor...