0001193125-16-727777 Sample Contracts

40,000,000 Common Shares RICE ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 30th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • New York

Rice Energy Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 40,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. is acting as representative (the “Representative”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an aggregate of 6,000,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

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PURCHASE AND SALE AGREEMENT by and between RICE ENERGY INC. and RICE MIDSTREAM PARTNERS LP dated as of September 26, 2016
Purchase and Sale Agreement • September 30th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of September 26, 2016 by and between Rice Energy Inc., a Delaware corporation (“Rice”), and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). Rice and the Partnership are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”

PURCHASE AND SALE AGREEMENT by and among VANTAGE ENERGY INVESTMENT LLC, VANTAGE ENERGY INVESTMENT II LLC, RICE ENERGY INC. and, solely for purposes of Sections 6.17, 9.14 and 9.15, VANTAGE ENERGY, LLC and VANTAGE ENERGY II, LLC Dated as of September...
Purchase and Sale Agreement • September 30th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This Purchase and Sale Agreement (this “Agreement”) is entered into as of September 26, 2016, by and among (i) Vantage Energy Investment LLC, a Delaware limited liability company (“Vantage Investment I”), (ii) Vantage Energy Investment II LLC, a Delaware limited liability company (“Vantage Investment II” and, together with Vantage Investment I, the “Vantage Sellers”), (iii) Rice Energy Inc., a Delaware corporation (“Rice”), and, solely for purposes of Section 9.14, (iv) Vantage Energy, LLC, a Delaware limited liability company (“Vantage I”), and (v) Vantage Energy II, LLC, a Delaware limited liability company (“Vantage II”).

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