Everest Re Group, Ltd. Common Shares Underwriting AgreementUnderwriting Agreement • May 19th, 2023 • Everest Re Group LTD • Fire, marine & casualty insurance
Everest Re Group, Ltd., a Bermuda exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,600,000 common shares, par value $0.01 per share (“Common Shares”), of the Company (such number of Common Shares, the “Firm Securities”) and, at the election of the Underwriters, up to 540,000 additional Common Shares (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
Tractor Supply Company $750,000,000 5.250% Senior Notes Due 2033 Underwriting AgreementUnderwriting Agreement • May 5th, 2023 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply
Tractor Supply Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $750,000,000 principal amount of the 5.250% senior notes due 2033 (the “Securities”).
Dole plc Ordinary Shares Underwriting AgreementUnderwriting Agreement • July 28th, 2021 • Dole PLC • Agricultural production-crops • New York
Dole plc, an Irish public limited company (“New Dole” or the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] ordinary shares (the “Firm Shares”), par value $0.01 (the “Ordinary Shares”) and, at the election of the Underwriters, up to [ ● ] additional Ordinary Shares of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to subscribe for and purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Caliber Home Loans, Inc. [●]% Series A Mandatory Convertible Preferred Stock Underwriting AgreementUnderwriting Agreement • October 21st, 2020 • Caliber Home Loans, Inc. • Finance services
Underwriting AgreementUnderwriting Agreement • September 29th, 2020 • Penn National Gaming Inc • Hotels & motels • New York
Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 14,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 2,100,000 additional shares (the “Optional Securities”) of common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
Underwriting AgreementUnderwriting Agreement • May 14th, 2020 • Penn National Gaming Inc • Hotels & motels • New York
BofA Securities, Inc., As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto,
SunPower Corporation 22,000,000 Shares of Common Stock, $0.001 Par Value per Share Underwriting AgreementUnderwriting Agreement • November 25th, 2019 • Sunpower Corp • Semiconductors & related devices • New York
SunPower Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 22,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 3,300,000 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
Aqua America, Inc. 32,495,667 Shares Common Stock, Par Value $0.50 Per Share Underwriting AgreementUnderwriting Agreement • April 23rd, 2019 • Aqua America Inc • Water supply • New York
Aqua America, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 32,495,667 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 4,874,350 additional shares (the “Optional Securities”) of common stock, par value $0.50 per share, of the Company (“Stock”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”, and the offer and sale of the Securities hereunder being called the “Equity Offering”).
Common Stock, Par Value $0.0001 per Share Underwriting AgreementUnderwriting Agreement • November 16th, 2018 • Beyond Meat, Inc. • Food and kindred products • New York
Beyond Meat, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ l ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ l ] additional shares (the “Optional Shares”) of common stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Catalent, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 29th, 2017 • Catalent, Inc. • Pharmaceutical preparations • New York
The offering of the Shares is being conducted in connection with the transactions contemplated by the Interest Purchase Agreement, dated September 18, 2017 (the “Acquisition Agreement”), by and among Catalent Pharma Solutions, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (the “Buyer”), Cook Pharmica LLC, an Indiana limited liability company (“Cook Pharmica”), Cook Group Incorporated, an Indiana corporation (the “Seller”) and, solely for purposes of Section 7.19 of the Acquisition Agreement, the Company, pursuant to which the Buyer will acquire 100% of the outstanding equity interests of Cook Pharmica (the “Acquisition”). The transactions contemplated in this Agreement and the Acquisition Agreement are collectively referred to herein as the “Transactions.”
Underwriting AgreementUnderwriting Agreement • August 11th, 2017 • BioAmber Inc. • Industrial organic chemicals • New York
BioAmber Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters signatory hereto and named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 14,666,667 combinations each consisting of one share (the “Firm Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company and one warrant to purchase one share of Common Stock as set forth in the Prospectus (as defined herein) (the “Firm Warrants”). The Firm Shares and the Option Shares (as defined herein) that that the Underwriters elect to purchase pursuant to Section 2 hereof are also sometimes collectively referred to as the “Shares” and the Firm Warrants and the Option Warrants (as defined herein) are also sometimes collectively referred to herein as the “Warrants”. The Shares and the Warrants are sometimes referred to as the “Securities”. To the extent there a
GTT COMMUNICATIONS, INC. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 23rd, 2014 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
GTT Communications, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 3,000,000 shares and, at the election of the Underwriters, up to 450,000 additional shares of common stock, par value $0.0001 per share (“Stock”), of the Company The aggregate of 3,000,000 shares to be sold by the Company is herein called the “Firm Securities” and the aggregate of 450,000 shares to be sold by the Company at the election of the Underwriters is herein called the “Option Securities.” The Firm Securities and the Option Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities.”
Underwriting AgreementUnderwriting Agreement • May 5th, 2014 • TrueCar, Inc. • Services-computer programming, data processing, etc. • New York
TrueCar, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, par value $0.0001 (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Apparel Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • October 10th, 2013 • Apparel Holding Corp. • Retail-apparel & accessory stores • New York
Apparel Holding Corp. (to be renamed Vince Holding Corp. prior to the consummation of the offering contemplated herein), a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of common stock, par value $0.01 per share (“Common Stock”) of the Company. The [ ] shares to be sold by the Company are herein called the “Firm Shares” and the [ ] additional shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section (2) hereof are herein collectively called the “Shares”.
BioAmber Inc. 8,000,000 Units Each Unit Consisting of One Share of Common Stock, par value $0.01 per Share and One Warrant to Purchase Half of One Share of Common Stock Underwriting AgreementUnderwriting Agreement • May 9th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
BioAmber Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 units (the “Firm Units”), each Firm Unit consisting of (i) one share of Common Stock, par value $0.01 per share (“Stock”), of the Company (the “Firm Shares”) and (ii) one warrant to purchase half of one share of Stock (the “Firm Warrants”). The Company has granted the Underwriters the option to purchase an aggregate of up to 1,200,000 units (the “Optional Units”), each Optional Unit consisting of (i) one share of Stock (the “Optional Shares”) and (ii) one warrant to purchase half of one share of Stock (the “Optional Warrants”). The Firm Units and the Optional Units that that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively referred to as the “Units”.
MRC Global Inc. Common Stock, Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • March 6th, 2012 • MRC Global Inc. • Wholesale-industrial machinery & equipment • New York
MRC Global Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
Underwriting AgreementUnderwriting Agreement • November 10th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York
As representative of the Underwriters named in Schedule I hereto, c/o Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor New York, New York 10020
Underwriting AgreementUnderwriting Agreement • October 22nd, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York
As representative of the Underwriters named in Schedule I hereto, c/o Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor New York, New York 10020
PRIMO WATER CORPORATION Common Stock Form of Underwriting AgreementUnderwriting Agreement • August 11th, 2010 • Primo Water Corp • Wholesale-groceries, general line • New York
Wells Fargo Securities, LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the Underwriters named in Schedule I hereto,
Underwriting AgreementUnderwriting Agreement • April 19th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York
As representative of the Underwriters named in Schedule I hereto, c/o Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor New York, New York 10020
Underwriting AgreementUnderwriting Agreement • April 5th, 2010 • Wave2Wave Communications, Inc. • Communications services, nec • New York
As representative of the Underwriters named in Schedule I hereto, c/o Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor New York, New York 10020
Underwriting AgreementUnderwriting Agreement • March 18th, 2010 • Americold Realty Trust • Real estate investment trusts • New York
Americold Realty Trust, a Maryland real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) of Common Shares, par value $0.01 per share (“Stock”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
Conexant Systems, Inc. 14,000,000 Shares of Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • March 5th, 2010 • Conexant Systems Inc • Semiconductors & related devices • New York
Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 200 West Street New York, New York 10282-2198
KAR AUCTION SERVICES, INC. Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • November 30th, 2009 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • New York
KAR Auction Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares are herein collectively called the “Shares.”
Brookdale Senior Living Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 3rd, 2009 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York
Brookdale Senior Living Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 13,953,489 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,093,023 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares.
OSMETECH PLC Ordinary Shares (in the form of Ordinary Shares or American Depositary Shares) Underwriting AgreementUnderwriting Agreement • September 12th, 2008 • Osmetech PLC • New York
Osmetech plc, a public limited company incorporated under the laws of England and Wales with registered number 2849544 (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Lazard Capital Markets LLC (the “Representative”) is acting as representative, an aggregate of [•] Ordinary Shares, nominal value 0.10 British pence per share (the “Ordinary Shares”), and an option to purchase up to [•] additional Ordinary Shares. The aggregate of [•] Ordinary Shares to be sold by the Company are herein called the “Firm Shares” and the aggregate of [•] additional Ordinary Shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. The respective numbers of Firm Shares to be purchased by each of the several Underwrite