Introductory. Tempur Sealy International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) 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 $600,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2026 (the “Notes”). X.X. Xxxxxx 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 Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., 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, 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” on the Closing Date (as defined below) and (ii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i) and (ii) and their respective successors and assigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities”; and the Exchange Notes (as defined below) and the Guarantees are herein collectively referred to as the “Exchange Securities.” The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated on or prior to the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, 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...
Introductory. American Honda Receivables Corp., a California corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to cause the Honda Auto Receivables [____-__] Owner Trust (the "Trust") to issue and sell $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes will be issued pursuant to the Indenture, to be dated as of [____ __, ____] (the "Indenture"), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[______________] aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated [____ __, ____] (the "Trust Agreement"), between the Company and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after [____ __, ____] (the "Cutoff Date"), and with respect to Simple Interest Receivables, certain
Introductory. Authentic Equity Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Xxxxxxxxx LLC and BMO Capital Markets Corp. have agreed to act as Representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Class A Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Class A Ordinary Share (the “Public Warrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per ...
Introductory. Magnum Opus Acquisition Limited, a Cayman Islands exempted company (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as the representative, to issue and sell to the several Underwriters 20,000,000 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 Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 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 Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary 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), 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 Ordinary 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 Co...
Introductory. Zhaopin Limited, a Cayman Islands company (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several Underwriters, for whom you are acting as representatives (the “Representatives”), an aggregate of 5,610,000 American Depositary Shares (“ADSs”), each ADS representing two Class A ordinary shares, par value US$0.01 per share (the “Ordinary Shares”), of the Company (such 5,610,000 ADSs being referred to as the “Firm Securities”). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 841,500 additional ADSs (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares,” “Optional Shares” and “Offered Shares”). The Company hereby acknowledges that, in connection with the proposed offering of the Offered Securities, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed share program (the “Directed Share Program”) under which up to 10% of the Firm Securities to be purchased by the Underwriters (the “Reserved Securities”) shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Company’s officers, directors, employees and consultants and other persons having a relationship with the Company as designated by the Company (the “Directed Share Participants”) as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rules and regulations. The number of ADSs available for sale to the general public will be reduced to the extent that Directed Share Participants purchase Reserved Securities. The Underwriters may offer any Reserved Securities not purchased by Directed Share Participants by the end of the business day on which this Agreement is executed to the general public on the same basis as the other Securities being issued and sold hereunder. The Company has supplied UBS-FinSvc with the names, addresses and telephone numbers of the individuals or other entities which th...
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. Diamondback Energy, Inc., a Delaware corporation (the “Company”), agrees with the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “2027 Notes”), (ii) U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, the “Notes”). The Notes will be issued pursuant to an Indenture dated as of December 13, 2022 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of April 18, 2024 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Guarantor hereby jointly and severally confirm their agreement with the several Underwriters as follows:
Introductory. PRGX Global, Inc. (the “Company”), a Georgia corporation, has an authorized capital stock consisting of 1,000,000 shares, no par value, of preferred stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined and 50,000,000 shares, no par value, of Common Stock (“Common Stock”), of which 25,405,685 shares were outstanding as of December 5, 2012, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of December 5, 2012 or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 2,500,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 3,749,234 shares of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of 6,249,234 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes to grant to the Underwriters an option to purchase up to an aggregate of 937,385 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” The Common Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase shares of Participating Preferred Stock, no par value (the “Preferred Stock”), of the Company. The Rights are to be issued pursuant to a Shareholder Protection Rights Agreement (the “Rights Agreement”), dated as of August 9, 2000 and as amended from time to time thereafter, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem advisable and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and Offering of the Shares by the several Underwriters, the Company, the Sellin...
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. WFN Credit Company, LLC (“WFN LLC”) proposes to cause World Financial Network Credit Card Master Note Trust (the “Issuer”) to issue $400,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class A Fixed Rate Asset Backed Notes, Series 2017-A (the “Class A Notes”), $30,667,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class M Fixed Rate Asset Backed Notes, Series 2017-A (the “Class M Notes”) and $20,000,000 aggregate principal amount of World Financial Network Credit Card Master Note Trust Class B Fixed Rate Asset Backed Notes, Series 2017-A (the “Class B Notes”) (collectively, the Class A Notes, the Class M Notes and the Class B Notes are the “Notes”). The Class A Notes are referred to collectively herein as the “Underwritten Notes”. The Class M Notes and the Class B Notes (referred to collectively herein as the “Retained Notes”) will be retained by WFN LLC (referred to herein as the “Retained Note Transaction”). RBC Capital Markets, LLC, CIBC World Markets Corp. and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, each as a representative of the Underwriters (as defined below) may be referred to herein individually as a “Representative” and collectively as the “Representatives”. The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement, dated as of August 1, 2001, between WFN LLC, as transferor (the “Transferor”), and U.S. Bank Trust National Association (“U.S. Bank”), as successor to Chase Bank USA, National Association (“Chase”), as owner trustee (the “Owner Trustee”), as supplemented by the Instrument of Resignation, Appointment and Acceptance (the “Instrument of Resignation”), dated as of September 29, 2006, by and among the Transferor, Chase, as resigning Owner Trustee, and U.S. Bank, as successor Owner Trustee (as heretofore amended and supplemented, the “Trust Agreement”), and (b) the filing of a certificate of trust with the Secretary of State of Delaware on July 27, 2001, as amended by the Certificate of Amendment to Certificate of Trust of World Financial Network Credit Card Master Note Trust, filed with the Secretary of State of Delaware on September 29, 2006. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2001, as amended by the Omnibus Amendment referred to below, the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, the Supplemental Indenture No. 2 to M...
