Introductory. Century Communities, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to X.X. Xxxxxx Securities LLC and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2027 (the “Notes”). X.X. Xxxxxx Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, dated as of the Closing Date (as defined in Section 2 hereof), among the Company, the Guarantors (as defined below), and U.S. Bank National Association, as trustee (the “Trustee”) relating to the issuance of the Securities, (the “Indenture”). The 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”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accorda...
Introductory. Revolution Acceleration Acquisition Corp II, a Delaware corporation (the “Company”), agrees with the underwriter named in Schedule I hereto (the “Underwriter”), for whom you (the “Representative”) are acting as representative, to issue and sell to the Underwriter 25,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 3,750,000 additional units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 to this agreement (this “Agreement”). Each unit (the “Unit(s)”) consists of one share of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Share(s)”), and one-fourth of one redeemable warrant, where each whole warrant entitles the holder thereof to purchase one Class A Share (the “Warrant(s)”). The Class A Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Class A Share at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the da...
Introductory. Key Consumer Receivables LLC, a Delaware limited liability company, (the “Depositor”), proposes to cause KeyCorp Student Loan Trust 2006-A (the “Trust”) to issue and sell $84,000,000 principal amount of its Floating Rate Class I-A-1 Asset Backed Notes (the “Class I-A-1 Notes”), $149,170,000 principal amount of its Floating Rate Class I-A-2 Asset Backed Notes (the “Class I-A-2 Notes”), $7,211,000 principal amount of its Floating Rate Class I-B Asset Backed Notes (the “Class I-B Notes”), $160,927,000 principal amount of its Floating Rate Class II-A-1 Asset Backed Notes (the “Class II-A-1 Notes”), $197,000,000 principal amount of its Floating Rate Class II-A-2 Asset Backed Notes (the “Class II-A-2 Notes”), $146,730,000 principal amount of its Floating Rate Class II-A-3 Asset Backed Notes (the “Class II-A-3 Notes”), $140,274,000 principal amount of its Floating Rate Class II-A-4 Asset Backed Notes (the “Class II-A-4 Notes”), $101,664,000 principal amount of its Floating Rate Class II-B Asset Backed Notes (the “Class II-B Notes”) and $47,655,000 principal amount of its Floating Rate Class II-C Asset Backed Notes (the “Class II-C Notes” and together with the Class I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes, the Class II-A-1 Notes, the Class II-A-2 Notes, the Class II-A-3 Notes, the Class II-A-4 Notes and the Class II-B Notes, the “Notes”) to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative. The Trust was formed pursuant to the Trust Agreement, dated as of October 26, 2006, as amended and restated by the Amended and Restated Trust Agreement, dated as of December 1, 2006 (as further amended and supplemented from time to time, collectively, the “Trust Agreement”) between the Depositor and The Bank of New York (Delaware), as owner trustee (the “Owner Trustee”). The Eligible Lender Trustee was appointed pursuant to the Eligible Lender Trustee Agreement, dated as of December 1, 2006 between the Depositor and JPMorgan Chase Bank, National Association, as the eligible lender trustee (the “Eligible Lender Trustee”). The assets of the Trust include certain student loans (collectively, the “Financed Student Loans”). Such Financed Student Loans will be acquired by the Trust from the Depositor on or about December 7, 2006 (the “Closing Date”). The Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are ...
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. First National Funding LLC (“FNF LLC” or the “Transferor”), a limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “Issuer”) to issue and sell $[__________] principal amount of Class A Series [20__-_] Asset Backed Notes (the “Notes”) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. , as supplemented by the Series [20__-_] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”) became the successor indenture trustee under the Master Indenture effective May 1, 2022. The assets of the Issuer include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the ...
Introductory. Skyworks Solutions, Inc., a Delaware corporation (the "COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the initial "PURCHASERS") U.S.$200,000,000 principal amount of its 4 3/4% Convertible Subordinated Notes Due 2007 (the "FIRM SECURITIES") and also proposes to grant to the Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional $30,000,000 principal amount ("OPTIONAL SECURITIES") of its 4 3/4% Convertible Subordinated Notes Due 2007 each to be issued under an Indenture, dated as of November 12, 2002 (the "INDENTURE"), between the Company and State Street Bank and Trust Company, as Trustee. The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are collectively called the "OFFERED SECURITIES". The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT". The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated the First Closing Date (as hereinafter defined) between the Company and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the "COMMISSION") registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act. The Company hereby agrees with the several Purchasers as follows:
Introductory. Five Prime Therapeutics, 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 $0.001 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, BMO Capital Markets Corp., and Xxxxx Fargo Securities, LLC 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. 333-193491, 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
Introductory. CBRE Holding, Inc., a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the...
Introductory uniQure B.V., a Dutch private company with limited liability (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [·] ordinary shares, nominal value EUR 0.05 per share (the “Ordinary Shares”). The [·] Ordinary 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 [·] Ordinary Shares as provided in Section 2. The additional [·] Ordinary Shares to be sold pursuant to such option are 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 Leerink Partners LLC (“Leerink”) 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. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Prior to the delivery of the Offered Shares under this Agreement, the following actions, among others, will be effected by execution of one or more notarial deeds: (i) the conversion of all outstanding Class A, Class B and Class C Ordinary Shares of the Company into Ordinary Shares and (ii) the conversion of uniQure B.V. into a Dutch public company with limited liability, whereby the Company will be renamed uniQure N.V. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, File No. 333-193158 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
Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to BNP Paribas Securities Corp. (“BNP”), Mizuho Securities USA LLC (“Mizuho”) 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 $400,000,000 aggregate principal amount of the Company’s 9.000% Senior Notes due 2029 (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. BNP and Xxxxxx 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 proceeds from this offering to redeem a portion of its 6.125% Senior Notes due 2024. 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, as supplemented by that certain supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), dated as of June 22, 2023 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”) and in accordance with the instructions to be set forth in a Company Order pursuant to Article 2 of the Supplemental Indenture (the “Company Order”). The Company previously issued $500,000,000 aggregate principal amount of its 9.000% Senior Notes due 2029 (the “Existing Securities”) under the Indenture. The Securities, when issued, will constitute “Additional Notes” (as such term is defined in the Indenture). Except as otherwise described in the Disclosure Package, the Securities will have identical terms to the Existing Securities and will be treated together with the Existing Securities as a single class of Securities for all purposes under 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:
