S-3asr Sample Contracts

INDENTURE
Indenture • November 3rd, 2006 • Celgene Corp /De/ • Pharmaceutical preparations • New York
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EXHIBIT 1-f MORGAN STANLEY Morgan Stanley DirectSecurities(SM) DISTRIBUTION AGREEMENT
Distribution Agreement • January 25th, 2006 • Morgan Stanley Capital Trust VIII • Finance services • New York
to THE BANK OF NEW YORK, as Trustee
First Supplemental Indenture • July 31st, 2009 • Sonoco Products Co • Paperboard containers & boxes • New York
Exhibit 4.10-B SOUTHERN COMPANY CAPITAL TRUST VIII SECOND AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • November 8th, 2006 • Southern Co Capital Trust Vii • Electric services • New York
EXHIBIT 1.1 DISTRIBUTION AGREEMENT
Distribution Agreement • September 8th, 2006 • Hartford Life Insurance Co • Asset-backed securities • New York
BY AND AMONG POPULAR NORTH AMERICA, INC., AS GUARANTOR POPULAR, INC.,
Guarantee Agreement • June 19th, 2012 • Popular North America Capital Trust Iii • State commercial banks • New York
TARGETS
Underwriting Agreement • March 13th, 2006 • Citigroup Inc • National commercial banks • New York
AND
Indenture • May 10th, 2006 • Amkor International Holdings, LLC • Semiconductors & related devices • New York
THERAVANCE, INC. (a Delaware corporation) [·]% Convertible Subordinated Notes due 2023 UNDERWRITING AGREEMENT
Underwriting Agreement • January 16th, 2013 • Theravance Inc • Pharmaceutical preparations • New York

Theravance, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters, if any, named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $250,000,000 aggregate principal amount of the Company’s [·]% Convertible Subordinated Notes due 2023 (the “Initial Securities”), and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of an additional $37,500,000 aggregate principal amount of its

Paycor HCM, Inc. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 6th, 2022 • Paycor Hcm, Inc. • Services-prepackaged software • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Paycor HCM, 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 [•] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”). [In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [•] 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.” 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, a

FORM OF MORGAN STANLEY UNDERWRITING AGREEMENT (DEBT SECURITIES, WARRANTS, PURCHASE CONTRACTS AND UNITS)
Underwriting Agreement • January 25th, 2006 • Morgan Stanley Capital Trust VIII • Finance services • New York
Form of PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (a New Jersey corporation) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • November 25th, 2008 • Public Service Enterprise Group Inc • Electric & other services combined • New York
Agreement ---------
Registration Rights Agreement • December 22nd, 2005 • Legg Mason Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 1 AMERICAN GENERAL FINANCE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • July 26th, 2006 • American General Finance Corp • Personal credit institutions • New York
UNITY SOFTWARE INC. Issuer AND [TRUSTE], Trustee INDENTURE Dated as of [●], 20__ Debt Securities
Indenture • November 8th, 2024 • Unity Software Inc. • Services-prepackaged software • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Issuer and
Indenture • December 10th, 2008 • Aqua America Inc • Water supply • Pennsylvania
INDENTURE
Indenture • July 3rd, 2008 • New York Community Bancorp Inc • Savings institutions, not federally chartered • New York
and
Indenture • February 21st, 2006 • Intermagnetics General Corp • Miscellaneous fabricated metal products • New York
Solazyme, Inc. AND Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of April [ ], 2014 [ ]% Convertible Senior Subordinated Notes due 2019
Indenture • March 25th, 2014 • Solazyme Inc • Industrial organic chemicals • New York

INDENTURE dated as of April [ ], 2014 between Solazyme, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

Exhibit 4.10-A SOUTHERN COMPANY CAPITAL TRUST VII SECOND AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • November 8th, 2006 • Southern Co Capital Trust Vii • Electric services • New York
Neumora Therapeutics, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT
Sales Agreement • October 1st, 2024 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

Neumora Therapeutics, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:

UNITY SOFTWARE INC. AND [●], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated as of [●] Unity Software Inc. Form of PREFERRED STOCK Warrant Agreement
Preferred Stock Warrant Agreement • November 8th, 2024 • Unity Software Inc. • Services-prepackaged software • New York

This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Unity Software Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED SECURITIES GUARANTEE TRUSTEE
Preferred Securities Guarantee Agreement • July 3rd, 2008 • New York Community Bancorp Inc • Savings institutions, not federally chartered • New York
UNITY SOFTWARE INC. AND [●], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT Dated as of [●] Unity Software Inc. Form of Common Stock Warrant Agreement
Common Stock Warrant Agreement • November 8th, 2024 • Unity Software Inc. • Services-prepackaged software • New York

This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Unity Software Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

RALPH LAUREN CORPORATION [ ]% Senior Notes due [ ] Underwriting Agreement
Underwriting Agreement • August 7th, 2018 • Ralph Lauren Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York

Ralph Lauren 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 representatives (the “Representatives”), $[ ] aggregate principal amount of its [ ]% Senior Notes due [ ] (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of September 26, 2013 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture dated as of September 26, 2013, by and between the Company and the Trustee (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of August 18, 2015, by and between the Company and the Trustee (the “Second Supplemental Indenture”), and as further amended and supplemented by a Supplemental Indenture to be dated as of [ ], 20[ ] (together with the Base Indenture, First Supplementa

Gates Industrial Corporation plc Ordinary Shares, par value $0.01 per share [Form of Selling Stockholders] Underwriting Agreement
Underwriting Agreement • August 26th, 2022 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York

Certain stockholders of Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein and in the manner stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (“you” or the “Representatives”), an aggregate of [●] ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to [●] additional Ordinary Shares of the Company. The aggregate of [●] Ordinary Shares to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of up to [●] additional Ordinary Shares to be sold by the Selling Stockholders are herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to

OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • August 12th, 2024 • Apogee Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
EXHIBIT 4.21 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • June 19th, 2012 • Popular North America Capital Trust Iii • State commercial banks • Delaware
Exhibit 1(a) GENERAL ELECTRIC CAPITAL CORPORATION Variable Denomination Floating Rate Demand Notes AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • July 17th, 2006 • General Electric Capital Corp • Personal credit institutions • New York
UNITY SOFTWARE INC. AND [●], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated as of [●] Unity Software Inc. Form of DEBT SECURITIES Warrant Agreement
Warrant Agreement • November 8th, 2024 • Unity Software Inc. • Services-prepackaged software • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Unity Software Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

Shares Common Stock
Underwriting Agreement • March 2nd, 2006 • Aquantive Inc • Services-business services, nec • New York
To
Indenture • April 25th, 2006 • Sovereign Capital Trust V • Savings institution, federally chartered • Pennsylvania
EXHIBIT 1(a) SAFETY FIRST TRUST SERIES 2006-1 THROUGH 2006-10 Trust Certificates UNDERWRITING AGREEMENT
Underwriting Agreement • July 19th, 2006 • Citigroup Inc • National commercial banks • New York
THE DETROIT EDISON COMPANY AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE
Supplemental Indenture • August 22nd, 2006 • Dte Energy Co • Electric services • New York
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