Introductory Sample Clauses
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Introductory. Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assign...
Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:
Introductory. GRAVITY Co., Ltd., a corporation with limited liability established under the laws of The Republic of Korea (the "COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several Underwriters (as defined below) an aggregate of 9,300,000 American Depositary Shares (the "FIRM ADSs"), each representing one fourth of one common shares, par value W500 per share, of the Company (each a "COMMON SHARE"), consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,396,000 ADSs (the "OPTIONAL ADSs"). The Firm ADSs and the Optional ADSs are hereinafter collectively referred to as the "OFFERED SECURITIES", which term, unless otherwise specified, also includes the Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be represented by the Offered Securities will be evidenced by American Depositary Receipts ("ADRs") to be issued pursuant to the Deposit Agreement dated as of February ___, 2004 (the "DEPOSIT AGREEMENT"), among the Company, The Bank of New York, as depositary (the "DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs. The Company and the Selling Shareholders hereby agree with the several Underwriters named in Schedule B hereto (the "UNDERWRITERS") as follows:
Introductory. Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Company”), agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the Purchasers in the aggregate U.S.$2,000,000,000 principal amount of its 5.750% Senior Secured Notes due 2024 (the “Notes”). The Notes shall be issued under an indenture dated as of February 1, 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”) as supplemented by a fourth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes (the “Fourth Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Amended and Restated Common Terms Agreement, dated as of May 28, 2013 (the “Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date (as hereinafter defined) between 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 exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Company hereby agrees with the Purchasers as follows:
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. 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. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust [ ] (the “Trust”) to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the “Certificates”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes”) and $___________ principal amount of its Floating Rate Class [ ] Asset Backed Notes (the “Class [ ] Notes” and, with the Class [ ] Notes, the “Notes”). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”) between the Depositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) among the Depositor, [ ], as Eligible Lender Trustee (the “Eligible Lender Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the “Initial Financed Student Loans”). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], [ ] (the “Closing Date”). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the “Department”) (collectively, the “Financed Federal Loans”). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively “Non-Guaranteed Private Loans,”) and (ii) Financed Student Loans that are not reinsured by the Department or any other government agency but are guaranteed by a private guarantor (collectively, “Guaranteed Private Loans” and together with the Non-Guaranteed Private Loans, the “Financed Private Loans”). All Financed Student Loans that are part of the first group described above are referred to as the “Group I Student Loans” and all Financed Stu...
Introductory. MEI Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 28,125,000 shares of its common stock, par value $0.00000002 per share (the “Shares”). The 28,125,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,218,750 Shares as provided in Section 2. The additional 4,218,750 Shares to be sold by the Company 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.” ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) 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”) a shelf registration statement on Form S-3, File No. 333-217645, 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(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The pr...
Introductory. EPIX Medical, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to ▇▇ ▇▇▇▇▇ & Co., LLC (“▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC (the “Initial Purchasers,” or, each, an “Initial Purchaser”), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities”. The Securities are to be issued pursuant to an Indenture to be dated as of June 7, 2004 (the “Indenture”) to be entered into by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be convertible into shares of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Underlying Securities”). ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” as defined in, and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”). The Company has prepared a preliminary offering memorandum dated June 1, 2004 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Securities and the Underlying Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include, as applicable, all amendments and supplements thereto and all documents incorporated by reference therein (“Incorporated Documents”) that are filed with the Securities and Exchange Commiss...
Introductory. AEA-Bridges Impact Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (“the Representatives”), to issue and sell to the several Underwriters 40,000,000 units (“Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives 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 gross proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Securities Exchange Commission (the “Commission”) on a Current Report on 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. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liqu...