Nci Building Systems Inc Sample Contracts

RECITALS
Nci Building Systems Inc • January 29th, 1999 • Prefabricated metal buildings & components • Texas
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FOURTH AMENDMENT
Nci Building Systems Inc • January 29th, 2001 • Prefabricated metal buildings & components
1 RIGHTS AGREEMENT
Rights Agreement • July 9th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • Illinois
FORM T-1
Nci Building Systems Inc • June 9th, 1999 • Prefabricated metal buildings & components
AS ISSUER THE GUARANTORS NAMED HEREIN
Nci Building Systems Inc • June 4th, 1999 • Prefabricated metal buildings & components • New York
RECITALS
Pledge Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
AMONG
Registration Rights Agreement • June 4th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
GUARANTY
Guaranty • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
AMENDMENT NO. 3
Nci Building Systems Inc • June 13th, 1997 • Prefabricated metal buildings & components • Texas
AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • September 3rd, 1997 • Nci Building Systems Inc • Prefabricated metal buildings & components
AGREEMENT AND PLAN OF MERGER by and among CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, CAMELOT RETURN MERGER SUB, INC., and CORNERSTONE BUILDING BRANDS, INC. Dated as of March 5, 2022 Article I The Merger; Closing; Effective Time
Agreement and Plan of Merger • March 7th, 2022 • Cornerstone Building Brands, Inc. • Prefabricated metal buildings & components • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2022, is by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Camelot Return Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cornerstone Building Brands, Inc., a Delaware corporation (the “Company,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”

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UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT
Underwriting Agreement • September 2nd, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of March 25, 1998 by and between NCI BUILDING SYSTEMS, INC.
Stock Purchase Agreement • May 19th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York
RECITALS
Nci Building Systems Inc • January 29th, 1999 • Prefabricated metal buildings & components • Texas
EXHIBIT 2 RIGHTS AGREEMENT
Rights Agreement • July 20th, 1998 • Nci Building Systems Inc • Prefabricated metal buildings & components • Illinois
1 EXHIBIT 4.3 CREDIT AGREEMENT
Credit Agreement • January 29th, 1999 • Nci Building Systems Inc • Prefabricated metal buildings & components
GUARANTY
Guaranty • September 17th, 2002 • Nci Building Systems Inc • Prefabricated metal buildings & components • Texas
7,150,000 Shares NCI BUILDING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 14th, 2017 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York

The stockholders of NCI Building Systems, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 7,150,000 shares (the “Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company. Subject to the sale of the Shares by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed herein to purchase from the Underwriters (the “Share Repurchase”), an aggregate of 1,150,000 Shares (the “Repurchased Shares”) pursuant to Section 3 of this Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2004 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 16, 2004, by and between NCI Building Systems, Inc., a Delaware corporation (the “Company”) and UBS Securities LLC and Wachovia Capital Markets, LLC (the “Initial Purchasers”) pursuant to that certain Purchase Agreement, dated as of November 9, 2004 (the “Purchase Agreement”) between the Company and the Initial Purchasers.

8,500,000 Shares NCI BUILDING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2014 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York

The stockholders of NCI Building Systems, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 8,500,000 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company, and, at the election of the Underwriters, up to 1,275,000 additional shares of Stock. The aggregate of 8,500,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,275,000 additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.” Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC have agreed to act as the representatives of the sev

CREDIT AGREEMENT among NCI BUILDING SYSTEMS, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent, ROYAL BANK OF CANADA and UBS SECURITIES LLC, as...
Credit Agreement • June 26th, 2012 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York

CREDIT AGREEMENT, dated as of June 22, 2012, among NCI BUILDING SYSTEMS, INC. (the “Borrower”), a Delaware corporation, the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).

ABL GUARANTEE AND COLLATERAL AGREEMENT made by NCI GROUP, INC., ROBERTSON-CECO II CORPORATION, NCI BUILDING SYSTEMS, INC., and certain other Domestic Subsidiaries of the Parent, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent...
Guarantee and Collateral Agreement • February 13th, 2018 • Nci Building Systems Inc • Prefabricated metal buildings & components • New York

ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 8, 2018, made by NCI GROUP, Inc., a Nevada corporation (as further defined in the Credit Agreement, “NCI Group”), ROBERTSON-CECO II Corporation, a Delaware corporation (as further defined in the Credit Agreement, “Robertson”), NCI BUILDING SYSTEMS, INC., a Delaware corporation (as further defined in the Credit Agreement, the “Parent”), and certain other Domestic Subsidiaries of the Parent from time to time party hereto, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement descri

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