Introductory Sample Clauses
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Introductory. ComEd Financing III (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as proper...
Introductory. World Omni Auto Leasing LLC, a Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with you [and each of the other underwriters named in Schedule I hereto] (collectively, the “Underwriters”) [for whom you are acting as representatives (the “Representatives”)], that the Depositor will sell to the Underwriters $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) and $[—] aggregate principal amount of [[—]%] [One Month LIBOR plus [—]%] Asset Backed Notes, Class B (the “Class B Notes”) of World Omni Automobile Lease Securitization Trust 20[ ]-[ ] (the “Trust”) on the Closing Date (as defined below) pursuant to the terms and conditions herein contained. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, [and] Class A-4 Notes [and the Class B Notes] are collectively referred to herein as the [“Offered Notes”]. [The Offered Notes are to be issued together with $[—] aggregate principal amount of [—]% Asset Backed Notes, Class B (the “Class B Notes” and, together with Offered Notes, the “Notes”. The Class B Notes will initially be retained by the Depositor.] [“Notes”]. The Notes will be issued pursuant to an Indenture (as amended, restated, modified or supplemented from time to time, the “Indenture”), to be dated as of the Closing Date, between the Trust and [ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to a trust agreement, to be dated as of the Closing Date, between the Depositor and [ ], as owner trustee (in such capacity, the “Owner Trustee”) (as amended, restated, modified or supplemented from time to time, the “Trust Agreement”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below). The Notes will be secured by the assets of the Trust which will include, among other things, the Exchange Note (as defined below). On the Closing ...
Introductory. Gladstone Commercial Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 1,377,500 shares (the “Shares”) of its Common Stock, par value $0.001 per share (the “Common Stock”). The Company is the indirect general partner of Gladstone Commercial Limited Partnership (the “Operating Partnership”), a Delaware limited partnership that serves as the Company’s primary operating partnership subsidiary. The 1,377,500 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 206,625 Shares as provided in Section 2. The additional 206,625 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.” ▇▇▇▇▇▇▇▇▇ 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 hereto, the term “Representative” as used herein shall mean you, as Underwriter, 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. 333-190931, 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 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...
Introductory. Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters 50,000,000 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 7,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”), subject to adjustment pursuant to Section 3(b) of this agreement (this “Agreement”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of 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-third 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 (or, if such date is not a business day, the following business day), 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 (as defined below), (b) the filing of such audited balance sheet with 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...
Introductory. Forum Merger IV Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the 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 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 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 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public 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.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the 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 Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public 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-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (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 Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per sh...
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. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as furth...
Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be cond...
Introductory. Dynavax Technologies Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of 14,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company (the “Firm Stock”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 2,100,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”. ▇▇▇▇▇ and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be part of such registration statement, are hereinafter collectively
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.