SOUTHWEST GAS HOLDINGS, INC. 3,576,180 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2023 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.
NuCana plc 15,555,556 American Depositary Shares Representing an Aggregate of 15,555,556 Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 18th, 2020 • NuCana PLC • Pharmaceutical preparations • New York
The ADSs will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to that certain Deposit Agreement, dated as of October 2, 2017 (the “Deposit Agreement”), by and among the Company, Citibank, N.A. as depositary (the “Depositary”), and all holders and beneficial owners of ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Offered Securities pursuant to this Agreement, deposit, on behalf of the Underwriters, the Shares being delivered in the form of the Offered Securities with Citibank, N.A., London Branch as custodian (the “Custodian”) for the Depositary, which shall deliver the Offered Securities to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
5,500,000 Shares ARENA PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2020 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Representatives”), as Representatives of the underwriters named on Schedule I to this Agreement (the “Underwriters”), an aggregate of 5,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 825,000 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”
BioNTech SE [●] ORDINARY REGISTERED SHARES, NO PAR VALUE, IN THE FORM OF [●] AMERICAN DEPOSITARY SHARES Underwriting AgreementUnderwriting Agreement • February 3rd, 2020 • BioNTech SE • Biological products, (no disgnostic substances) • New York
BioNTech SE, a European stock corporation (Societas Europaea) incorporated in Germany and governed by the laws of the European Union and the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz, Federal Republic of Germany, under number HRB 48720 (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary registered shares (Namensaktien) of the Company with no par value and a notional amount attributable to each share of €1.00 (any such share an “Ordinary Share”) (the “Underwritten Shares”) in the form of American Depositary Shares (the “Underwritten ADSs”) and, at the option of the Underwriters, up to an additional [●] ordinary shares with no par value of the Company (the “Option Shares”) in the form of American Depositary Shares (the “Option ADSs”).
BioNTech SE ORDINARY REGISTERED SHARES, NO PAR VALUE, IN THE FORM OF [●] AMERICAN DEPOSITARY SHARES Underwriting AgreementUnderwriting Agreement • October 4th, 2019 • BioNTech SE • Biological products, (no disgnostic substances) • New York
BioNTech SE, a European stock corporation (Societas Europaea) incorporated in Germany and governed by the laws of the European Union and the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz, Federal Republic of Germany, under number HRB 48720 (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary registered shares (Namensaktien) of the Company with no par value and a nominal value attributable to each share of €1.00 (any such share an “Ordinary Share”) (the “Underwritten Shares”) in the form of American Depositary Shares (the “Underwritten ADSs”) and, at the option of the Underwriters, up
VERITONE, INC. 1,700,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 25th, 2018 • Veritone, Inc. • Services-computer processing & data preparation • New York
Veritone, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 1,700,000 shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 255,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FLAGSTAR BANCORP, INC. 8,000,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2018 • MP Thrift Investments L.P. • Savings institution, federally chartered • New York
MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
CONCHO RESOURCES INC. 9,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 18th, 2016 • Concho Resources Inc • Crude petroleum & natural gas • New York
Concho Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 9,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,350,000 shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional Underwriters listed on Schedule 1 other than you, plural references to the Representatives shall refer to you, as Representative, and the references to the Representatives as used herein shall mean you, as Underwrite
ContractUnderwriting Agreement • June 20th, 2016 • Global Blood Therapeutics, Inc. • Pharmaceutical preparations • New York
CONCHO RESOURCES INC. 7,700,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 2nd, 2015 • Concho Resources Inc • Crude petroleum & natural gas • New York
Concho Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,700,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,155,000 shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional Underwriters listed on Schedule 1 other than you, the Representatives as used herein shall mean you, as Underwriters.
Innocoll AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, no par value, with a notional par value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2014 • Innocoll GmbH • Pharmaceutical preparations • New York
Innocoll AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Regensburg (the “Commercial Register”) under the number HRB [_______] (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate number of [·] no par value ordinary shares with a notional par value of €1.00 per share (auf den Namen lautede Stammaktien ohne Nennbetrag (Stuckaktien)) (the “Firm Shares”) registered with the Commercial Register of the Company (the “Ordinary Shares”), which will be sold by the Company as a result of the issuance of new shares by the Company in the Capital Increase (as defined below) which include the Option Shares (as defined below) to the several Underwriters.
Fidelity National Financial, Inc. Underwriting AgreementUnderwriting Agreement • August 22nd, 2012 • Fidelity National Financial, Inc. • Title insurance • New York
Fidelity National Financial, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), the respective amounts set forth in such Schedule 1 of $400,000,000 aggregate principal amount of the Company’s 5.50% Senior Notes due 2022 (the “Notes”).
FORUM ENERGY TECHNOLOGIES, INC. 18,947,366 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 17th, 2012 • Forum Energy Technologies, Inc. • Oil & gas field machinery & equipment • New York
Forum Energy Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,889,470 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 5,057,896 shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 2,842,104 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are r
IDENIX PHARMACEUTICALS, INC. 9,393,416 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 16th, 2011 • Idenix Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Idenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by J.P. Morgan Securities LLC (the “Underwriter”), of common stock, $0.001 par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
AVALONBAY COMMUNITIES, INC. 5,100,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 22nd, 2011 • Avalonbay Communities Inc • Real estate investment trusts • New York
AvalonBay Communities, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed on Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,100,000 shares (the “Underwritten Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) and, at the option of the Underwriters, up to an additional 765,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are referred to in this agreement (this “Agreement”) as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
CENTRAL EUROPEAN DISTRIBUTION CORPORATION 3,250,000 Shares of Common Stock Underwriting Agreement June 25, 2008Underwriting Agreement • June 27th, 2008 • Central European Distribution Corp • Wholesale-beer, wine & distilled alcoholic beverages • New York
Central European Distribution Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,250,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 325,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
AVALONBAY COMMUNITIES, INC. 4,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 16th, 2007 • Avalonbay Communities Inc • Real estate investment trusts • New York
AvalonBay Communities, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 600,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
CHENIERE ENERGY, INC. 5,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 6th, 2004 • Cheniere Energy Inc • Crude petroleum & natural gas • New York
Cheniere Energy, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of 5,000,000 shares (the "Underwritten Shares") of Common Stock, par value $ 0.003 per share, of the Company (the "Common Stock") and, at the option of the Underwriters, up to an additional 750,000 shares (the "Option Shares") of Common Stock. The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the "Stock." The Stock, including the Shares, will have attached thereto rights (the "Rights") to purchase one one-thousandth of a share of Series A Preferred Stock, par value $0.0001 per share, of the Company (the "Preferred Stock"). The Rights are to be issued pursuant to a Rights Agree