ALBEMARLE CORPORATION 40,000,000 Depositary Shares Each representing a 1/20th Interest in a Share of 7.25% Series A Mandatory Convertible Preferred Stock, without par value (initial liquidation preference of $1,000 per share) Underwriting AgreementAlbemarle Corp • March 8th, 2024 • Plastic materials, synth resins & nonvulcan elastomers • New York
Company FiledMarch 8th, 2024 Industry JurisdictionThe Shares will be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of March 8, 2024, among the Company, Equiniti Trust Company, LLC, as depositary (the “Depositary”), and holders from time to time of the Shares. Each Share will initially represent the right to receive a 1/20th interest in a share of the Preferred Stock pursuant to the Deposit Agreement. The Preferred Stock, when issued, will be deposited against delivery of depositary receipts (the “Depositary Receipts”), which will evidence the Shares and will be issued by the Depositary under the Deposit Agreement.
SOUTHWEST GAS HOLDINGS, INC. 3,576,180 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTSouthwest Gas Holdings, Inc. • March 10th, 2023 • Natural gas transmisison & distribution • New York
Company FiledMarch 10th, 2023 Industry JurisdictionThis Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.
BioNTech SE [●] ORDINARY REGISTERED SHARES, NO PAR VALUE, IN THE FORM OF [●] AMERICAN DEPOSITARY SHARES Underwriting AgreementBioNTech SE • February 3rd, 2020 • Biological products, (no disgnostic substances) • New York
Company FiledFebruary 3rd, 2020 Industry JurisdictionBioNTech SE, a European stock corporation (Societas Europaea) incorporated in Germany and governed by the laws of the European Union and the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz, Federal Republic of Germany, under number HRB 48720 (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary registered shares (Namensaktien) of the Company with no par value and a notional amount attributable to each share of €1.00 (any such share an “Ordinary Share”) (the “Underwritten Shares”) in the form of American Depositary Shares (the “Underwritten ADSs”) and, at the option of the Underwriters, up to an additional [●] ordinary shares with no par value of the Company (the “Option Shares”) in the form of American Depositary Shares (the “Option ADSs”).
BioNTech SE ORDINARY REGISTERED SHARES, NO PAR VALUE, IN THE FORM OF [●] AMERICAN DEPOSITARY SHARES Underwriting AgreementBioNTech SE • October 4th, 2019 • Biological products, (no disgnostic substances) • New York
Company FiledOctober 4th, 2019 Industry JurisdictionBioNTech SE, a European stock corporation (Societas Europaea) incorporated in Germany and governed by the laws of the European Union and the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz, Federal Republic of Germany, under number HRB 48720 (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary registered shares (Namensaktien) of the Company with no par value and a nominal value attributable to each share of €1.00 (any such share an “Ordinary Share”) (the “Underwritten Shares”) in the form of American Depositary Shares (the “Underwritten ADSs”) and, at the option of the Underwriters, up
CERIDIAN HCM HOLDING INC. 11,000,000 Shares of Common Stock Form of Underwriting AgreementCeridian HCM Holding Inc. • March 15th, 2019 • Services-prepackaged software • New York
Company FiledMarch 15th, 2019 Industry JurisdictionCertain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 11,000,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,650,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
VERITONE, INC. 1,700,000 Shares of Common Stock Underwriting AgreementVeritone, Inc. • June 25th, 2018 • Services-computer processing & data preparation • New York
Company FiledJune 25th, 2018 Industry JurisdictionVeritone, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 1,700,000 shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 255,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CONCHO RESOURCES INC. 9,000,000 Shares of Common Stock Underwriting AgreementConcho Resources Inc • August 18th, 2016 • Crude petroleum & natural gas • New York
Company FiledAugust 18th, 2016 Industry JurisdictionConcho Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 9,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,350,000 shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional Underwriters listed on Schedule 1 other than you, plural references to the Representatives shall refer to you, as Representative, and the references to the Representatives as used herein shall mean you, as Underwrite
ContractGlobal Blood Therapeutics, Inc. • June 20th, 2016 • Pharmaceutical preparations • New York
Company FiledJune 20th, 2016 Industry Jurisdiction
CONCHO RESOURCES INC. 7,700,000 Shares of Common Stock Underwriting AgreementConcho Resources Inc • October 2nd, 2015 • Crude petroleum & natural gas • New York
Company FiledOctober 2nd, 2015 Industry JurisdictionConcho Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,700,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,155,000 shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional Underwriters listed on Schedule 1 other than you, the Representatives as used herein shall mean you, as Underwriters.
ADVENT SOFTWARE, INC. 7,261,844 Shares of Common Stock Underwriting AgreementAdvent Software Inc /De/ • August 8th, 2013 • Services-computer programming services • New York
Company FiledAugust 8th, 2013 Industry JurisdictionIn connection with the offering of the Shares by the Selling Stockholders, the Company has entered into an agreement with the Underwriters, dated as of August 7, 2013 (the “Repurchase Agreement”), pursuant to which each Underwriter has agreed, severally and not jointly, to sell to the Company, and the Company has agreed to purchase from the respective Underwriter, the number of Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (together, the “Repurchased Shares”) at a purchase price per share equal to the price per share at which the Underwriters will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement. The Company’s purchase of the Repurchased Shares will be consummated on the Closing Date and is conditioned upon the closing of the offering of the Shares pursuant to the terms of this Agreement and is subject to the terms and conditions in the Repurchase Agreement.
Fidelity National Financial, Inc. Underwriting AgreementFidelity National Financial, Inc. • August 22nd, 2012 • Title insurance • New York
Company FiledAugust 22nd, 2012 Industry JurisdictionFidelity National Financial, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), the respective amounts set forth in such Schedule 1 of $400,000,000 aggregate principal amount of the Company’s 5.50% Senior Notes due 2022 (the “Notes”).
STANDARD PACIFIC CORP. 12,500,000 Shares of Common Stock Underwriting AgreementStandard Pacific Corp /De/ • August 6th, 2012 • Operative builders • New York
Company FiledAugust 6th, 2012 Industry JurisdictionStandard Pacific Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,500,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,875,000 shares of common stock of the Company solely to cover over-allotments (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
FORUM ENERGY TECHNOLOGIES, INC. 18,947,366 Shares of Common Stock Underwriting AgreementForum Energy Technologies, Inc. • April 17th, 2012 • Oil & gas field machinery & equipment • New York
Company FiledApril 17th, 2012 Industry JurisdictionForum Energy Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,889,470 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 5,057,896 shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 2,842,104 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are r
FORUM ENERGY TECHNOLOGIES, INC. [ ] Shares of Common Stock Form of Underwriting AgreementForum Energy Technologies, Inc. • March 14th, 2012 • Oil & gas field machinery & equipment • New York
Company FiledMarch 14th, 2012 Industry JurisdictionForum Energy Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company, and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as th
IDENIX PHARMACEUTICALS, INC. 9,393,416 Shares of Common Stock Underwriting AgreementIdenix Pharmaceuticals Inc • November 16th, 2011 • Pharmaceutical preparations • New York
Company FiledNovember 16th, 2011 Industry JurisdictionThe undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Idenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by J.P. Morgan Securities LLC (the “Underwriter”), of common stock, $0.001 par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 3,250,000 Shares of Common Stock Underwriting Agreement June 25, 2008Central European Distribution Corp • June 27th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages • New York
Company FiledJune 27th, 2008 Industry JurisdictionCentral European Distribution Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,250,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 325,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
AVALONBAY COMMUNITIES, INC. 4,000,000 Shares of Common Stock Underwriting AgreementAvalonbay Communities Inc • January 16th, 2007 • Real estate investment trusts • New York
Company FiledJanuary 16th, 2007 Industry JurisdictionAvalonBay Communities, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 600,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
CHENIERE ENERGY, INC. 5,000,000 Shares of Common Stock Underwriting AgreementCheniere Energy Inc • December 6th, 2004 • Crude petroleum & natural gas • New York
Company FiledDecember 6th, 2004 Industry JurisdictionCheniere Energy, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of 5,000,000 shares (the "Underwritten Shares") of Common Stock, par value $ 0.003 per share, of the Company (the "Common Stock") and, at the option of the Underwriters, up to an additional 750,000 shares (the "Option Shares") of Common Stock. The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the "Stock." The Stock, including the Shares, will have attached thereto rights (the "Rights") to purchase one one-thousandth of a share of Series A Preferred Stock, par value $0.0001 per share, of the Company (the "Preferred Stock"). The Rights are to be issued pursuant to a Rights Agree