Introductory Sample Clauses
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Introductory. Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2006-A (the "Issuing Entity") to issue $246,100,000 aggregate principal amount of Class A-1 5.45498% Asset Backed Notes (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of Class A-2 5.59% Asset Backed Notes (the "Class A-2 Notes"), $302,000,000 aggregate principal amount of Class A-3 5.57% Asset Backed Notes (the "Class A-3 Notes") and $136,460,000 aggregate principal amount of Class A-4 5.62% Asset Backed Notes (the "Class A-4 Notes," together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). 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 sold 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 June 1, 2006 (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 A Notes as contemplated herein, the Issuing Entity will issue $26,560,000 aggregate principal amount of Class B 5.71% Asset Backed Notes (the "Class B Notes," together with the Class A Notes, the "Notes") and $4,835,819 aggregate principal amount of Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided interest in the Issuing Entity. The Class B Notes will be sold pursuant to an underwriting agreement (the "Class B Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor, CFSC and M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ ...
Introductory. Subject to the terms and conditions herein contained, eHi Car Services Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $400,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2022 (the “Notes”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of August 14, 2017 (the “Indenture”), among the Company, the Guarantors (as defined below) and Citicorp International Limited, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of a nominee of a depositary (the “Common Depositary”) common to Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally by the following direct and indirect subsidiaries of the Company: Brave Passion Limited, eHi Auto Services (Hong Kong) Holding Limited and L&L Financial Leasing Holding Limited, (collectively, the “Guarantors”) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.” The date of the completion of the offering of the Notes, as specified in Section 2 below, is referred to herein as the “Closing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (th...
Introductory. Cascade Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 20,000,000 units (“Units”) of the Company (such Units 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 to cover over-allotments (the “Optional Securities” and, together with the Firm Securities, the “Offered Securities”) as set forth below. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock 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 Representatives inform the Company of their 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 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. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of 30 days after the completion of the Company’s initial Business Combination (as defined below) and 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Co...
Introductory. This Supplemental Remarketing Agreement (this “Agreement”) supplements the Remarketing Agreement, dated ________________ (the “Remarketing Agreement”), between the parties hereto, and the terms of this Agreement, taken together with the terms of the Remarketing Agreement, constitute the entire agreement between the parties with respect to the Remarketing of $__________ aggregate principal amount of NextEra Energy Capital Holdings, Inc.’s (“NEE Capital”) Series __ Debentures due ________________ (the “Subject Debentures”). All such Subject Debentures have been tendered for Remarketing by the holders thereof who have elected to have their Separate Debentures remarketed during the Period for Early Remarketing or during the Final Three-Day Remarketing Period, or are Debentures underlying the Pledged Applicable Ownership Interests in Debentures of Holders of Corporate Units with respect to a Remarketing during the Period for Early Remarketing, or are Debentures underlying the Pledged Applicable Ownership Interests in Debentures of Holders of Corporate Units who have not given notice that they intend to effect a Cash Settlement of the Purchase Contracts that are a component of their Corporate Units in accordance with the Purchase Contract Agreement with respect to a Remarketing during the Final Three-Day Remarketing Period and have not early settled their Purchase Contracts, and such Subject Debentures have not been called for Mandatory Redemption or Special Event Redemption. Each of __________, __________ and __________ (the “Remarketing Agents”) hereby agrees, subject to the terms and conditions set forth herein or incorporated herein, to use its commercially reasonable efforts to remarket the Subject Debentures on the terms set forth in Schedule I hereto.
Introductory. Horizon Pharma, 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 $0.0001 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.” ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”), ▇▇▇▇▇ and Company, LLC (“Cowen”) and JMP Securities LLC (“JMP”) 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. 333-168504), 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 was declared effective by the Commission 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 is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus dated [ ], 2011 describing the Offered Shares and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other preliminary prospectus that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below) is called a “preliminary prospectus.” The prospectus, in the form
Introductory. Capital One Multi-asset Execution Trust, a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), as beneficiary (the “Beneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as furth...
Introductory. Superior Consultant Holdings Corporation ("Company") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $0.01 par value, of which no shares are outstanding on the date hereof and 30,000,000 shares, $0.01 par value, of Common Stock ("Common Stock"), of which 4,836,112 shares are outstanding on the date hereof. The Company proposes to issue and sell 2,150,000 shares of its authorized but unissued Common Stock (the "Firm Shares") 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. In addition, the Company and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to grant to the Underwriters an option to purchase up to 322,500 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." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it
(1) Plus an option to acquire up to 322,500 additional shares to cover overallotments. 2 has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives identified above, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders hereby confirm their agreements with the Underwriters as fo...
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. LYB International Finance III, LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 5.625% Guaranteed Notes due 2033 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and ING Financial Markets LLC have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to the base indenture dated as of October 19, 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture,” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, Computershare Trust Company, N.A., as base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Supplemental Indenture”) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Closing Date (as defined below) establishing the terms 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 “DTC”). This agreement (the “Agreement”), the Indenture and the Notes are hereinafter referred to as the “Transaction Documents.”
Introductory. R▇▇▇ ▇▇ Acquisition IV Co., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”), an aggregate of 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. Each Firm Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-half of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-half of one warrant as described above (collectively, the “Optional Warrants”). The Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” R▇▇▇ Capital Partners, LLC (“R▇▇▇”) and C▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“C▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not be separately tradable until the 90th day after the date hereof unless the Representatives inform the Company of their decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder to purchase one share of Common Stock for...