Patterson Belknap Webb & Tyler Sample Contracts

3,000,000] Shares of Common Stock(1) ($.01 par value) CASTLE BRANDS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 16th, 2005 • Castle Brands Inc • Beverages • New York
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UNDERWRITING AGREEMENT
Underwriting Agreement • June 5th, 2018 • Ambow Education Holding Ltd. • Services-educational services • New York
Exhibit 10.28 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 26th, 2000 • Synapse Group Inc • New York
Exhibit 10.1 STOCK PURCHASE AGREEMENT Dated as of October 12, 2006
Stock Purchase Agreement • October 16th, 2006 • Castle Brands Inc • Beverages • Delaware
ATA INC. (an exempted company limited by shares under the laws of the Cayman Islands)
ATA Inc. • January 28th, 2008 • Services-educational services • New York
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Asset Purchase Agreement • May 25th, 2007 • LGL Group Inc • Electronic components, nec • New York
BLUE BUFFALO PET PRODUCTS, INC. 25,000,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement
Blue Buffalo Pet Products, Inc. • May 16th, 2016 • Food and kindred products • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Blue Buffalo Pet Products, 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 25,000,000 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 3,750,000 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.”

Country Style Cooking Restaurant Chain Co., Ltd. 5,000,000 American Depositary Shares Representing 20,000,000 Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2010 • Country Style Cooking Restaurant Chain Co., Ltd. • Retail-eating places • New York
14,000,000] CLASS A ORDINARY SHARES JIAYIN GROUP INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.000000005 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENT
Underwriting Agreement • May 9th, 2019 • Jiayin Group Inc. • Finance services • New York

Jiayin Group Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) [14,000,000] Class A ordinary shares, par value US$0.000000005 per share, of the Company (the “Firm Shares”) in the form of [3,500,000] American Depositary Shares (as defined below).

SECURITIES PURCHASE AGREEMENT by and among META FINANCIAL GROUP, INC. and BEP IV LLC and BEP INVESTORS LLC (collectively, the “Buyers”) September 23, 2015
Securities Purchase Agreement • September 24th, 2015 • Meta Financial Group Inc • Savings institution, federally chartered • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 23, 2015, by and among Meta Financial Group, Inc., a Delaware corporation, with headquarters located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108 (the “Company”), and BEP IV LLC, a Delaware limited liability company, and BEP Investors LLC, a Delaware limited liability company (each, a “Buyer” and, collectively, the “Buyers”). Certain defined terms used herein are listed in Section 9(a).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 20th, 2007 • Castle Brands Inc • Beverages • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2007, by and among Castle Brands Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 17th, 2015 • Meta Financial Group Inc • Savings institution, federally chartered • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2015, by and among Meta Financial Group, Inc., a Delaware corporation (the “Company”), and BEP IV LLC, a Delaware limited liability company, and BEP Investors LLC, a Delaware limited liability company (each, a “Buyer” and, collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 12th, 2023 • SEALSQ Corp • Semiconductors & related devices

This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2023, between SEALSQ CORP, a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Exscientia plc [●] American Depositary Shares, each representing one Ordinary Share, nominal value £0.0005 per share Underwriting Agreement
Underwriting Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • New York

Exscientia plc, a public limited company incorporated under the laws of England and Wales with company number 13483814 (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”) and in the manner contemplated by this Agreement, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] American Depositary Shares (the “Firm ADSs”) representing [●] ordinary shares, nominal value £0.0005 per share (the “Ordinary Shares”) and, at the election of the Underwriters, up to [●] additional American Depositary Shares representing [●] Ordinary Shares (the “Optional ADSs”) of the Company (the Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “ADSs”).

Camelot Information Systems Inc. 13,333,334 American Depositary Shares Representing Four Ordinary Shares (no par value per share) Underwriting Agreement
Camelot Information Systems Inc. • July 19th, 2010 • Services-computer programming services • New York

Camelot Information Systems Inc., a company limited by shares and incorporated in the British Virgin Islands (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 9,166,667 American Depositary Shares, representing 36,666,668 ordinary shares, no par value per share (the “Ordinary Shares”), of the Company, and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 4,166,667 American Depositary Shares representing 16,666,668 Ordinary Shares and, at the election of the Underwriters, up to an additional 2,000,000 American Depositary Shares representing 8,000,000 Ordinary Shares. The aggregate of 13,333,334 American Depositary Shares representing 53,333,336 Ordinary Shares to be sold by the Company and the Selling Shareholders is he

SECURITIES PURCHASE AGREEMENT by and between FUELCELL ENERGY, INC. and POSCO ENERGY CO., LTD. April 30, 2012
Securities Purchase Agreement • May 2nd, 2012 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2012, is made by and between FUELCELL ENERGY, INC., a Delaware corporation (the “Company”), and POSCO ENERGY Co., Ltd., a Korean corporation, together with its permitted transferee (the “Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings given to them in Exhibit A.

XPeng Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the Form of American Depositary Shares Underwriting Agreement
Xpeng Inc. • August 21st, 2020 • Motor vehicles & passenger car bodies • New York

XPeng Inc., an exempted company incorporated in the Cayman Islands (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 [ ● ] Class A ordinary shares, par value US$0.00001 per share, of the Company (“Class A Ordinary Shares” and, collectively with the Class B ordinary shares, par value $0.00001 per share, of the Company, the “Ordinary Shares”), in the form of [ ● ] American Depositary Shares (“American Depositary Shares” or “ADSs”). The aggregate of [ ● ] ADSs to be sold by the Company is hereinafter referred to as the Underwritten Shares. In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ● ] Class A Ordinary Shares in the form of [ ● ] ADSs of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.

8,000,000 American Depositary Shares Each Representing Two Class A Ordinary Shares, Par Value US$0.00001 Per Class A Ordinary Share UNDERWRITING AGREEMENT
Underwriting Agreement • March 26th, 2014 • 58.com Inc. • Services-computer programming, data processing, etc. • New York
LEASE BETWEEN and CIFC CORP., as Tenant PREMISES: The entire rentable portion of the fourth (4th) floor at 250 Park Avenue New York, New York
Lease • September 16th, 2011 • CIFC Corp. • Finance services • New York

This draft lease, any other draft lease, and/or any correspondence, writings, communications or other documents delivered or exchanged between Landlord and Tenant shall in no event be deemed to be an offer or an agreement to lease or to enter into a lease on the terms set forth herein or otherwise and no lease, or agreement to lease, shall be binding on either Landlord or Tenant until executed and delivered by both parties.

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Linkage Technologies International Holdings Limited [l] America Depositary Shares Each Representing [] Ordinary Shares ($0.01 par value per ordinary share) Underwriting Agreement
Linkage Technologies International Holdings LTD • November 18th, 2009 • New York

Citigroup Global Markets Inc. Barclays Capital Inc. As Representatives of the several Underwriters named in Schedule I-A hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

INNOCOLL AG Registered Ordinary Shares in the form of American Depositary Shares (each representing 1/13.25 of an Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENT
Pricing Agreement • April 22nd, 2015 • Innocoll AG • Pharmaceutical preparations • New York

Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB 14298 (the “Company”), and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate number of [ ] no par value ordinary shares with a notional amount of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stückaktien)) (the “Shares”). The number of Shares sold by the Company to the several Underwriters will be created from the issuance of New Shares (as defined below) by the Company in the Capital Increase II (as defined below). The number of Shares set forth in the Pricing Agreement will be sold by the S

Exhibit (b) ORCHARD THERAPEUTICS PLC
Letter Agreement • February 10th, 2023 • Citibank,N.A./ADR • Biological products, (no disgnostic substances)

Reference is hereby made to the Deposit Agreement, dated as of November 2, 2018, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Orchard Therapeutics plc, a company organized under the laws of England and Wales (the “Company”), Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 9th, 2014 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 30, 2014, is made by and between FUELCELL ENERGY, INC., a Delaware corporation (the "Company"), and NRG ENERGY, INC., a Delaware corporation, together with its permitted transferee (the "Purchaser"). Capitalized terms used herein and not otherwise defined have the meanings given to them in Exhibit A.

DEEPWATER HORIZON OIL SPILL TRUST
Deepwater Horizon Oil Spill Trust • August 16th, 2010 • Delaware

TRUST AGREEMENT dated as of August 6, 2010 (this “Agreement”) among (i) BP EXPLORATION & PRODUCTION INC., a Delaware corporation (“BPEP”), as grantor (together with any successor-in-interest thereto, the “Grantor”), (ii) JOHN S. MARTIN, JR., and KENT D. SYVERUD, as individual trustees (each (together with any successor to such Trustee), an “Individual Trustee” and, collectively (together with any successors to such Trustees), the “Individual Trustees”) and (iii) CITIGROUP TRUST-DELAWARE, N.A., as corporate trustee (together with any successor corporate trustee, the “Corporate Trustee” and together with the Individual Trustees, each a “Trustee” and, collectively, the “Trustees”).

Settlement and licensing agreement for coronary stent dispute
Settlement Agreement • January 31st, 2022 • Delaware
CLASS ACTION SETTLEMENT AGREEMENT‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌
Class Action Settlement Agreement • May 9th, 2019 • California

This Class Action Settlement Agreement is entered into this 9th day of May, 2019, between Plaintiffs and Defendant, as defined herein.‌‌‌‌‌

Exhibit 1.1 82,402,850 Shares in the Form of American Depositary Shares CHINA GRENTECH CORPORATION LIMITED UNDERWRITING AGREEMENT
Letter Agreement • July 26th, 2007 • China GrenTech CORP LTD • Radiotelephone communications • New York
HLSS SERVICER ADVANCE RECEIVABLES TRUST, as Issuer, DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, HLSS HOLDINGS, LLC, as Administrator and as Servicer (on and after the MSR...
Note Purchase Agreement • August 10th, 2015 • New Residential Investment Corp. • Real estate investment trusts • New York

This Amendment No. 7, dated as of April 6, 2015 (this “Amendment”), to the Second Amended and Restated Series 2012-VF1 Indenture Supplement, dated as of August 30, 2013 (as has been, and as may be further, amended, restated, supplemented or otherwise modified from time to time, the “Indenture Supplement”), by and among HLSS Servicer Advance Receivables Trust, as issuer (the “Issuer”), Deutsche Bank National Trust Company, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), HLSS Holdings, LLC (“HLSS”), as administrator (in such capacity, the “Administrator”) and as servicer, on and after the MSR Transfer Date (in such capacity, the “Servicer”), Ocwen Loan Servicing, LLC (“OLS”), as a subservicer (in such capacity, the “Subservicer”), and as servicer, prior to the MSR Transfer Date (in such capacity, the “Servicer”), New Residential Investment C

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 20th, 2007 • Thomas Equipment, Inc. • Construction machinery & equip • New York

This Agreement is made in connection with the transactions contemplated by a Secured Term Note, dated as of the date hereof, in the original principal amount of $3,000,000, made by the Company and Thomas Ventures, Inc., a Delaware corporation, in favor of Federal Partners (the “Note”).

Camelot Information Systems Inc. 7,160,206 American Depositary Shares Representing 28,640,824 Ordinary Shares (no par value per share) Underwriting Agreement
Underwriting Agreement • December 6th, 2010 • Camelot Information Systems Inc. • Services-computer programming services • New York

The shareholders of Camelot Information Systems Inc., a company limited by shares and incorporated in the British Virgin Islands (the “Company”), named in Schedule II hereto (the “Selling Shareholders"), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,160,206 American Depositary Shares, representing 28,640,824 ordinary shares, no par value per share (the “Ordinary Shares”), of the Company, and the Company proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters, at the election of the Underwriters, up to an additional 1,074,030 American Depositary Shares representing 4,296,120 Ordinary Shares. The aggregate of 7,160,206 American Depositary Shares representing 28,640,824 Ordinary Shares to be sold by the Selling Shareholders are herein called the “Firm ADSs”, and the aggregate of an additional 1,074,030 American Depositary Shares representin

LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 4th, 2007 • Princeton Review Inc • Services-educational services • New York

THIS LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) is entered into as of March 29, 2007 (the “Fourth Amendment Effective Date”) among THE PRINCETON REVIEW, INC., a Delaware corporation (“Borrower”), the other Loan Parties signatory hereto, the Lenders a party hereto and Golub Capital Incorporated, a New York corporation, as administrative agent for the Lenders (“Administrative Agent”).

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