Keycorp /New/ Sample Contracts

March 23rd, 2011 · Common Contracts · 410 similar
Keycorp /New/KEYCORP 70,621,470 COMMON SHARES PAR VALUE $1.00 PER SHARE UNDERWRITING AGREEMENT

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with KeyCorp, an Ohio corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the common shares, par value $1.00 per share, of the Company (the “Common Stock”). All capitalized terms used herein and not defined herein are defined as set forth in the Underwriting Agreement.

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November 20th, 2008 · Common Contracts · 223 similar
Keycorp /New/WARRANT TO PURCHASE COMMON STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

November 2nd, 2015 · Common Contracts · 179 similar
Keycorp /New/AGREEMENT AND PLAN OF MERGER by and between KEYCORP and FIRST NIAGARA FINANCIAL GROUP, INC. Dated as of October 30, 2015

AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2015 (this “Agreement”), by and between KeyCorp, an Ohio corporation (“Parent”) and First Niagara Financial Group, Inc., a Delaware corporation (the “Company”).

February 27th, 2008 · Common Contracts · 65 similar
Keycorp /New/AMENDED AND RESTATED TRUST AGREEMENT among KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of February 27, ...

AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 27, 2008, among (i) KEYCORP, an Ohio corporation (including any successors or assigns, the “Depositor”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as BANKERS TRUST COMPANY) a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) DEUTSCHE BANK TRUST COMPANY DELAWARE (formerly known as BANKERS TRUST (DELAWARE)), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Daniel R. Stolzer, an individual, and Louis D. Raffis, an individual, each of whose address is c/o KeyCorp, 127 Public Square, Cleveland, Ohio 44114 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”) and (v) the several HOLD

February 27th, 2008 · Common Contracts · 44 similar
Keycorp /New/Recitals

Mechanism either (A) during the first five years of any deferral period or (B) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Capital Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:

May 11th, 2009 · Common Contracts · 27 similar
Keycorp /New/COMMON SHARES, PAR VALUE $1.00 PER SHARE EQUITY DISTRIBUTION AGREEMENT

This Confirmation sets forth the terms of the agreement of Morgan Stanley & Co. Incorporated (the “Manager”) with KeyCorp (the “Company”) relating to the sale of shares of the Company’s common shares, par value $1.00 per share, having an aggregate gross sales price of up to $750,000,000, pursuant to the Distribution Agreement between the Company and the Manager, dated May 11, 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.

September 9th, 2016 · Common Contracts · 21 similar
Keycorp /New/DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of September 9, 2016

DEPOSIT AGREEMENT, dated as of September 9, 2016, between (i) KEYCORP, an Ohio corporation (the “Corporation”), on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand, and (iii) the holders from time to time of the Receipts (as herein after defined) described herein.

June 18th, 2008 · Common Contracts · 15 similar
Keycorp /New/KeyCorp 6,500,000 Shares Underwriting Agreement

KeyCorp, an Ohio corporation (the “Company”), proposes to sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 6,500,000 shares (the “Firm Shares”) of 7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A, $1.00 par value and with a liquidation preference of $100 per share (the “Preferred Stock”), of the Company and, at the election of the Representative acting on behalf of the Underwriters, to issue and sell to the Underwriters up to an additional 975,000 shares of Preferred Stock solely to cover over-allotments (the “Optional Shares” and, together with the Firm Shares, the “Securities”), in each case on the terms and for the purposes set forth in Section 2. The Securities will be convertible into common shares, par value $1.00 per share, of the Company (the “Common Shares”).

December 12th, 2016 · Common Contracts · 15 similar
Keycorp /New/DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of December 12, 2016

DEPOSIT AGREEMENT, dated as of December 12, 2016, between (i) KEYCORP, an Ohio corporation (the “Corporation”), on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand, and (iii) the holders from time to time of the Receipts (as herein after defined) described herein.

July 30th, 2018 · Common Contracts · 15 similar
Keycorp /New/17,000,000 Depositary Shares KeyCorp Each Representing 1/40th Ownership Interest in a Share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F Underwriting Agreement

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

February 27th, 2008 · Common Contracts · 14 similar
Keycorp /New/GUARANTEE AGREEMENT between KEYCORP as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as Guarantee Trustee relating to KEYCORP CAPITAL X Dated as of February 27, 2008

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

July 30th, 2018 · Common Contracts · 11 similar
Keycorp /New/Contract
October 3rd, 2002 · Common Contracts · 10 similar
Keycorp /New/Exhibit E ===================================================================== =========== Execution Version ================================================= =============================== AGREEMENT AND PLAN OF MERGER dated as of September 25, 2002
February 27th, 2008 · Common Contracts · 9 similar
Keycorp /New/KeyCorp Capital X Capital Securities guaranteed to the extent set forth in the Guarantees by KEYCORP Underwriting Agreement

From time to time KeyCorp Capital X, a statutory trust formed under the laws of the State of Delaware (the “Designated Trust”), and KeyCorp, an Ohio corporation (the “Company”), as depositor of the Designated Trust and as guarantor, propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, that the Designated Trust issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its preferred securities (the “Securities”) representing undivided beneficial interests in the assets of the Designated Trust. The Securities specified in such Pricing Agreement are referred to as the “Firm Designated Securities” with respect to such Pricing Agreement. If

February 28th, 2007 · Common Contracts · 9 similar
Keycorp /New/AGREEMENT

In consideration of the payments to be made to me following termination of my employment with KeyCorp pursuant to the agreement between KeyCorp and me dated as of XXXXX XX, 200X (the “Change of Control Agreement”), which payments I acknowledge I am not entitled to receive without execution of this Waiver and Release, and which payments will not commence earlier than eight days after the execution of this Waiver and Release, I, for myself, my heirs, administrators, executors, and assigns, release and discharge KeyCorp, its affiliates, subsidiaries, divisions, successors, and assigns and the employees, officers, directors, and agents thereof (collectively referred to throughout this Waiver and Release as “Key”) from any and all causes of action, charges of discrimination, proceedings, or claims of every kind, nature, and character, arising out of or relating to my employment with Key and the termination of my employment with Key based upon or related to any contention (i) that my employm

April 29th, 2019 · Common Contracts · 8 similar
Keycorp /New/DEPOSIT AGREEMENT between KEYCORP and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of April 29, 2019

DEPOSIT AGREEMENT, dated as of April 29, 2019, between (i) KEYCORP, an Ohio corporation (the “Corporation”), on the one hand, and (ii) COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), on the other hand, and (iii) the holders from time to time of the Receipts (as herein after defined) described herein.

February 22nd, 2021 · Common Contracts · 7 similar
Keycorp /New/CASH PERFORMANCE SHARES AWARD AGREEMENT

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the “Plan”), this Cash Performance Shares Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the target number of performance shares (“Performance Shares” or “Award”), on the Date of Grant, each as set forth below.

December 4th, 2009 · Common Contracts · 6 similar
Keycorp /New/AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of the 1st day of September, 2009, between KEYCORP, an Ohio corporation (“Key”), and XXXXXX (the “Executive”).

February 27th, 2009 · Common Contracts · 6 similar
Keycorp /New/KEYCORP UMBRELLA TRUST™ FOR EXECUTIVES JULY 1, 1990

This Trust Agreement is made and entered into by and between KeyCorp, a New York corporation (the “Company”), and NBD Bank, N.A., a Michigan banking corporation (the “Trustee”).

February 22nd, 2021 · Common Contracts · 6 similar
Keycorp /New/RESTRICTED STOCK UNIT AWARD AGREEMENT

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the “Plan”), this Restricted Stock Unit Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the number of Restricted Stock Units (“Units” or “Award”), on the Date of Grant, each as set forth below.

February 25th, 2019 · Common Contracts · 4 similar
Keycorp /New/TRUST AGREEMENT FOR CERTAIN AMOUNTS THAT MAY BECOME PAYABLE TO CERTAIN EXECUTIVES AND DIRECTORS OF KEYCORP

THIS TRUST AGREEMENT, made as of the 1st day of April, 1997, and amended as of August 25, 2003, is between KeyCorp, an Ohio corporation (“Key”), and Wachovia Bank, National Association, formerly known as Wachovia Bank of North Carolina, N.A. (the “Trustee”).

May 23rd, 2019 · Common Contracts · 4 similar
Keycorp /New/STOCK OPTION AWARD AGREEMENT

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2019 Equity Compensation Plan (the “Plan”), this Stock Option Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an option to purchase the number of Common Shares set forth below (rounded down to the nearest whole Common Share) (“Options” or “Award”) at the exercise price per share set forth below (the “Exercise Price”). Each Option shall be a Nonqualified Option and shall not be treated as an Incentive Stock Option.

February 26th, 2018 · Common Contracts · 4 similar
Keycorp /New/KEYCORP FORM OF CHANGE OF CONTROL AGREEMENT TIER II EXECUTIVES

Key is entering into this Agreement in recognition of the importance of the Executive’s services to the continuity of management of Key and based upon its determination that it will be in the best interests of Key and its Subsidiaries to encourage the Executive’s continued attention and dedication to the Executive’s duties in the potentially disruptive circumstances of a possible Change of Control of Key. (As used in this Agreement, the terms “Subsidiaries” and “Change of Control” and certain other capitalized terms have the meanings ascribed to them in Section 8, at the end of this Agreement.)

March 22nd, 2000 · Common Contracts · 4 similar
Keycorp /New/1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and between McDonald & Company Securities, Inc., an Ohio corporation (the "Company"), KeyCorp, an Ohio Corporation ("KeyCorp") and William B. Summers, Jr. (the "Executive"), dated as ...
February 28th, 2017 · Common Contracts · 4 similar
Keycorp /New/PERFORMANCE SHARES AWARD AGREEMENT

KeyCorp grants to the Participant named below, in accordance with the terms, and subject to the conditions, of the KeyCorp 2013 Equity Compensation Plan (the “Plan”), this Performance Shares Award Agreement (the “Award Agreement”) and the attached Acceptance Agreement, an award of the target number of performance shares (“Performance Shares” or “Award”), on the Date of Grant, each as set forth below. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

June 20th, 2006 · Common Contracts · 3 similar
Keycorp /New/Recitals

with the date two years after the beginning of an interest deferral period, will be paid pursuant to an Alternative Payment Mechanism, and (b) a fractional interest in a share purchase contract, (ii) includes a remarketing feature pursuant to which the subordinated debt of the Corporation is remarketed to new investors within five years from the date of issuance of the security or earlier in the event of an early settlement event based on (a) the capital ratios of the Corporation, (b) the capital ratios of the Corporation as anticipated by the Federal Reserve, or (c) the dissolution of the issuer of such Debt Exchangeable for Equity, (iii) provides for the proceeds raised in the remarketing to be used to purchase Common Shares or Qualifying Non-Cumulative Preferred Shares of the Corporation, (iv) includes an Explicit Replacement Covenant, provided that such Explicit Replacement Covenant will not include Debt Exchangeable for Equity in the definition of “replacement capital securities,”

July 8th, 2009 · Common Contracts · 3 similar
Keycorp /New/DEALER MANAGER AGREEMENT
November 21st, 2006 · Common Contracts · 3 similar
Keycorp /New/Recitals
October 3rd, 2002 · Common Contracts · 3 similar
Keycorp /New/ARTICLE I VOTING
December 22nd, 2004 · Common Contracts · 3 similar
Keycorp /New/KeyCorp (an Ohio corporation) Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Depositary Shares representing Preferred Stock, Warrants to Purchase Debt Securities, Preferred Stock, Depositary Shares, Common Stock or Units
February 25th, 2019 · Common Contracts · 2 similar
Keycorp /New/FORM OF STOCK OPTION AGREEMENT granted by FIRST NIAGARA FINANCIAL GROUP, INC. under the FIRST NIAGARA FINANCIAL GROUP, INC.

This Stock Option Agreement (this “Option” or this “Agreement”) is hereby made subject to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of First Niagara Financial Group, Inc. (including its Subsidiaries where applicable, the “Company”), which provisions are hereby incorporated by reference and made a part hereof. A copy of the Plan has been provided to the holder of this Option (the “Participant”), and the Participant hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee will be final, binding and conclusive upon the Participant and the Participant's beneficiaries, heirs, legal representatives, successors and permitted assigns. Unless the context clearly indicates otherwise, capitalized terms used herein but not defined will have the meaning given such terms in the Plan. The term “Stock” shall refer to the common stock, $0

November 15th, 2001 · Common Contracts · 2 similar
Keycorp /New/Exhibit 4(p) FIRST SUPPLEMENTAL INDENTURE ---------------------------- TO INDENTURE DATED JUNE 10, 1994 -------------------------------- The FIRST SUPPLEMENTAL INDENTURE dated as of November 14, 2001 is executed by and between KEYCORP, a corporation duly ...
December 1st, 2006 · Common Contracts · 2 similar
Keycorp /New/AMENDED EMPLOYMENT AGREEMENT

THIS AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) is made at Cleveland, Ohio, as of January 1, 2007, between KEYCORP, an Ohio corporation (“Key”), and HENRY L. MEYER III (“Meyer”). The original version of this Agreement was entered into by Key and Meyer as of May 15, 1997, and was amended as of each of November 20, 1997, July 21, 1999, February 1, 2001, July 18, 2002, and February 15, 2005. Further amendments are incorporated below in this Agreement which replaces and supersedes both the original version and those prior amendments.

November 13th, 2013 · Common Contracts · 2 similar
Keycorp /New/SECOND SUPPLEMENTAL INDENTURE TO INDENTURE DATED JUNE 10, 1994

The SECOND SUPPLEMENTAL INDENTURE dated as of November 13, 2013 is executed by and between KEYCORP, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a New York banking corporation duly organized and existing under the laws of the State of New York acting as trustee (the “Trustee”) under that certain Indenture dated as of June 10, 1994 between the Company and the Trustee, as thereby amended pursuant to a First Supplemental Indenture dated as of November 14, 2001 (as amended, the “Indenture”).

July 6th, 2009 · Common Contracts · 2 similar
Keycorp /New/FIRST AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT among KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as ...

THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT (this “Amendment”), dated as of July 6, 2009, among (i) KEYCORP, an Ohio corporation (including any successors or assigns, the “Depositor”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as BANKERS TRUST COMPANY) a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) DEUTSCHE BANK TRUST COMPANY DELAWARE (formerly known as BANKERS TRUST (DELAWARE)), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Daniel R. Stolzer, an individual, and Louis D. Raffis, an individual, each of whose address is c/o KeyCorp, 127 Public Square, Cleveland, Ohio 44114 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issu