Common Contracts

5 similar Underwriting Agreement contracts by Tesla, Inc., Guidewire Software, Inc., Regions Financial Corp, Zillow Group, Inc.

Tesla, Inc.
Underwriting Agreement • May 3rd, 2019 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York

Tesla, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,600,000,000 principal amount of its 2.00% convertible senior notes due 2024 (the “Firm Securities”), which shall be convertible into cash or a combination of cash and shares of Common Stock of the Company, par value $0.001 (“Stock,” and any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Shares”), and, at the election of the Underwriters, up to an aggregate of $240,000,000 additional principal amount of 2.00% convertible senior notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collecti

Zillow Group, Inc.
Underwriting Agreement • June 29th, 2018 • Zillow Group, Inc. • Services-business services, nec • New York

Zillow Group, Inc., a corporation organized under the laws of Washington (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of $325,000,000 principal amount of the 1.50% Convertible Senior Notes due 2023 (the “Firm Securities”), which shall be convertible into shares of Class C Capital Stock of the Company, par value $0.0001 per share (“Stock”, and any shares of Stock issuable upon conversion of the Securities (as defined below), including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Securities”), cash or a combination of cash and Stock at the election of the Company, and, at the election of the Underwrite

Guidewire Software, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • March 9th, 2018 • Guidewire Software, Inc. • Services-prepackaged software • New York

Guidewire Software, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of 2,285,714 shares (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of 342,857 additional shares, solely to cover over-allotments, if any (the “Optional Securities”), of Common Stock of the Company, par value $0.0001 per share (“Stock”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively referred to as the “Securities”.

Tesla, Inc.
Underwriting Agreement • March 17th, 2017 • Tesla, Inc. • Motor vehicles & passenger car bodies • New York

Tesla, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $850,000,000 principal amount of its 2.375% convertible senior notes due 2022 (the “Firm Securities”), which shall be convertible into cash or a combination of cash and shares of Common Stock of the Company, par value $0.001 (“Stock,” and any shares of Stock issuable upon conversion of the Securities, including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Shares”), and, at the election of the Underwriters, up to an aggregate of $127,500,000 additional principal amount of 2.375% convertible senior notes due 2022 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collecti

UNDERWRITING AGREEMENT REGIONS FINANCIAL CORPORATION Common Stock ($0.01 par value per share) May 20, 2009
Underwriting Agreement • May 27th, 2009 • Regions Financial Corp • National commercial banks • New York

Stock or the vesting, delivery or settlement of restricted shares, restricted stock units or other awards to provide for any withholding taxes on the exercise, vesting, delivery or settlement thereof or to pay the exercise price thereof, in each case pursuant to employee benefit plans and related plans as in effect on the date hereof (b) bona fide gifts to tax exempt charitable organizations (other than private charitable foundations), (c) the contribution of Common Stock to a grantor retained annuity trust of which the undersigned is a trustee and the undersigned’s immediate family members (or trusts for their benefit) are the sole beneficiaries, (d) dispositions to any immediate family member or any trust or similar entity for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust or similar entity agrees in writing to be bound by the terms of this Lock-Up Agreement, or (e) any other transaction that would not be req