Introductory. Xxxxxxx Xxxxxxxx Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $50,000,000 aggregate principal amount of the Company’s 7.75% Senior Notes due 2019 (the “Notes”). RBS Securities Inc., has agreed to act as the representative of the Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to that certain indenture (the “Indenture”), dated as of March 16, 2011, among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The payment of principal of, premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company’s subsidiaries listed on the signature page hereto (collectively, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”). Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Initial Guarantors, the “Guarantors”) shall be deemed to be a Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company has previously issued $300,000,000 aggregate principal amount of the Notes (the “Existing Notes”) under the Indenture. The Securities constitute “Additional Securities” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package and the Final Offering Memorandum, the Securities will have terms identical to the Existing Notes and will be treated as a single class of debt securities for all purposes under the Indenture. The Securities are being issued for the purposes set forth in the Pricing Disclosure Package (as defined below) under the caption “Use of Proceeds.” The issuance and sale of the Securities and the other related transactions described herein are collectively referred ...
Introductory. Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), proposes to issue and sell to A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the several underwriters, if any, named in Schedule I hereto (each an “Underwriter” and collectively, the “Underwriters”) an aggregate of [ ] common shares, par value CHF 0.40 per share of the Company (the “Shares”), [ ] pre-funded warrants (the “Pre-Funded Warrants”), each Pre-Funded Warrant entitling its holder to purchase one Share, and [ ] common share purchase warrants (the “Warrants”), each Warrant entitling its holder to purchase [ ] of a Share. The [ ] Shares to be sold by the Company are called the “Firm Shares,” the [ ] Pre-Funded Warrants are called the “Firm Pre-Funded Warrants” and the [ ] Warrants are called the “Firm Warrants”. The Firm Shares, the Firm Pre-Funded Warrants and the Firm Warrants to be sold by the Company are collectively called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] Shares (“Option Shares”) and/or [ ] Warrants (“Option Warrants”), each Option Warrant entitling its holder to purchase [ ] of a Share, as provided in Section 2. The Option Shares and/or Option Warrants to be sold by the Company pursuant to such option are, collectively called the “Optional Securities.” The Shares underlying the Firm Warrants, the Firm Pre-Funded Warrants and the Option Warrants are collectively called the “Warrant Shares.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.”
Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (the "Underwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreem...
Introductory. Orion Energy Systems, Inc., a Wisconsin corporation (“Company”) proposes to issue and sell shares of its common stock, no par value per share (“Securities”) and the shareholders listed in Schedule A1 hereto (“Covered Selling Shareholders”) and the shareholders listed in Schedule A2 hereto (“Other Selling Shareholders” and, together with the Covered Selling Shareholders, “Selling Shareholders”) propose severally to sell to the several Underwriters listed on Schedule B hereto (“Underwriters”) an aggregate of outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the “Firm Securities”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Txxxxx Wxxxxx Partners LLC (acting in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.
Introductory. Conn’s Receivables Funding 2017-B, LLC (the “Issuer”) proposes to sell $361,400,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class A, Series 2017-B (the “Class A Notes”), $132,180,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2017-B (the “Class B Notes”), and $78,640,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2017-B (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Purchased Notes”) to you as initial purchasers (the “Initial Purchasers”). The Purchased Notes, together with the Asset Backed Class R Notes, Series 2017-B (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of December 20, 2017 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of December 20, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of December 20, 2017 (the “Trust Agreement”) between 91199526 Conn’s 2017-B: Note Purchase Agreement Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust will consist primarily of certain retail installment sales contracts (the “Receivables”) made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the “Seller”) and certain related rights. The Receivables Trust Certificate will be sold to the Issuer pursuant to the terms of a Purchase and Sale Agreement, to be dated as of December 20, 2017 (the “Purchase and Sale Agreement”), between the Depositor and the Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (i) by the Seller to the Depositor pursuant to a First Receivables Purchase Agreemen...
Introductory. Aspen Insurance Holdings Limited, a Bermuda company (the "Company") proposes to issue, and, with a certain shareholder of the Company named in Schedule 1 hereto (the "Selling Shareholder" and, together with the Company, the "Sellers") sell to the underwriters (the "Underwriters") named in Schedule 2 to this agreement (the Agreement"), on behalf of which Xxxxxx Brothers Inc. serves as a representative (the "Representative"), 14,333,333 shares of its ordinary shares (the "Firm Securities"), par value $.0015144558 per share (the "Ordinary Shares"), with each Seller proposing to sell up to the amount set forth opposite such Seller's name in Schedule 4 hereto. The Company shall initially sell 5,482,558 shares of the Firm Securities, and the Selling Shareholder shall initially sell 3,947,442 shares of the Firm Securities (together, the "Initial Securities") and, conditional upon and following the delivery of the Resale Notice (as defined herein), the Company shall then sell an additional 2,850,775 shares, and the Selling Shareholder then an additional 2,052,558 shares of the Firm Securities (such additional Firm Securities being referred to herein as the ("Additional Securities"), in each case subject to the terms and conditions set forth herein. The Initial Securities and Additional Securities are hereinafter together called the "Firm Securities". The Company also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of 2,150,000 Ordinary Shares (the "Optional Securities") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". The Company and Selling Shareholder hereby agree with the Underwriters as follows:
Introductory. Medpace Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [●] shares of its common stock, par value $[●] per share (the “Shares”). The [●] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares as provided in Section 2. The additional [●] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Xxxxxxxxx LLC (“Jefferies”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-[●] which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “Prospectus.” The preliminary prospectus dated [●], 2016, describing the Offered Shares and the offering thereof is called the “Preliminary Prospectu...
Introductory. Santander Drive Auto Receivables LLC (the “Depositor” or the “Seller”) proposes to sell $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-1 Notes (the “Class A-1 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) and $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-4 Notes (the “Class A-4 Notes”) (collectively, the “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Notes will be issued pursuant to an Indenture, dated as of [ ], [ ] (as amended, supplemented or modified from time to time, the “Indenture”), between Santander Drive Auto Receivables Trust 20[ ]-[ ] (the “Issuer”) and [ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Issuer include, among other things, motor vehicle retail installment sale contracts or installment loans secured by a combination of new or used automobiles or light utility trucks (the “Receivables”) and certain related rights. The Receivables will be sold to the Issuer by the Seller and will be serviced for the Issuer by Santander Consumer USA Inc. (“SC USA”), as servicer (in such capacity, the “Servicer”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A to the Sale and Servicing Agreement, dated as of [ ] (as amended, supplemented or modified from time to time, the “Sale and Servicing Agreement”), among the Servicer, the Issuer, the Seller and the Indenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and SC USA hereby agree that the “Closing Date” shall be [ ], [ ], [10:00 a.m.], New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Seller). The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number [ ]), including a form of pros...
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Xxxxxx Xxxxxx & Co., LLC (hereinafter referred to as the “Placement Agent” or “Xxxxxx Xxxxxx”) shall be engaged by Longfin Corp., a Delaware corporation (the “Company”), to act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below). The Offering will consist of (i) two new series of convertible notes with an aggregate principal amount of $52,700,000 as follows: (A) a new series of senior convertible notes of the Company, in the aggregate original principal amount of $10,095,941.18, substantially in the form attached to the Securities Purchase Agreement as Exhibit A-1 (the “Series A Notes”), which Series A Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series A Notes, including, without limitation, upon conversion or otherwise, collectively, the “Series A Conversion Shares”), in accordance with the terms of the Series A Notes, and (B) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $42,604,058.82, substantially in the form attached to the Securities Purchase Agreement as Exhibit A-2 (the “Series B Notes”, and together with the Series A Notes, the “Notes”), which Series B Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series B Notes, including, without limitation, upon conversion or otherwise, collectively, the “Series B Conversion Shares”, and together with the Series A Conversion Shares, the “Conversion Shares”), in accordance with the terms of the Series B Notes; and (ii) warrants to purchase Common Stock, substantially in the form attached to the Securities Purchase Agreement as Exhibit B (the “Warrants”). The shares of Common Stock issuable upon exercise of the Warrants are collectively referred to herein as the “Warrant Shares.” The Notes, Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.” The Securities will be offered and sold to the Investor (as defined below) in the Offering pursuant to the exem...
Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citi”), HSBC Securities (USA) Inc. (“HSBC”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $700,000,000 aggregate principal amount of the Company’s 7.875% Senior Notes due 2030 (the “Securities”). The Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citi and HSBC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Company intends to use the net proceeds from the offering to redeem the remainder of its outstanding 6.125% Senior Notes due 2024 and for general corporate purposes, which may include additional debt repurchases and repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of December 13, 2023 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:
