Posasr Sample Contracts
PAGE ---- ARTICLE IGuarantee Agreement • January 24th, 2006 • Fulton Capital Trust I • National commercial banks • New York
BEONE MEDICINES LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt SecuritiesIndenture • May 27th, 2025 • BeOne Medicines Ltd. • Pharmaceutical preparations • New York
INDENTURE, dated as of [●], 202[●] , among BEONE MEDICINES LTD., a corporation organized under the laws of Switzerland (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
TOIndenture • September 5th, 2006 • Citigroup Capital XIV • Fire, marine & casualty insurance • New York
Cardlytics, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • March 1st, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Cardlytics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • February 27th, 2019 • Intellia Therapeutics, Inc. • In vitro & in vivo diagnostic substances • New York
CARDLYTICS, INC. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • March 1st, 2023 • Cardlytics, Inc. • Services-computer programming, data processing, etc. • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Cardlytics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
RIGEL PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • February 26th, 2009 • Rigel Pharmaceuticals Inc • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between RIGEL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation AgentIndenture • July 15th, 2008 • Governor & Co of the Bank of Ireland • Commercial banks, nec • New York
ORCHARD THERAPEUTICS PLC AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE ORDINARY SHARE (NOMINAL VALUE £0.10 PER SHARE) SALES AGREEMENTSales Agreement • February 28th, 2020 • Orchard Therapeutics PLC • Biological products, (no disgnostic substances) • New York
Orchard Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
PROLOGIS YEN FINANCE LLC ANDIndenture • August 24th, 2018 • Prologis Yen Finance LLC • Real estate • New York
Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein.
Indenture Dated [•] 2023 by and between NATIONAL GRID PLC, the Company and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as TrusteeIndenture • June 5th, 2023 • National Grid PLC • Natural gas transmission
* Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, and the Indenture, dated as of [•], 2023.
CELL THERAPEUTICS, INC. AND [ ], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • February 15th, 2011 • Cell Therapeutics Inc • Pharmaceutical preparations
COMMON STOCK WARRANT AGREEMENT, dated as of [ ] between Cell Therapeutics, Inc., a Washington corporation (the “Company”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).
DH EUROPE FINANCE II S.À R.L., as Issuer and DANAHER CORPORATION, as Guarantor TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], 2019 SENIOR DEBT SECURITIESIndenture • July 10th, 2019 • DH Europe Finance II S.a.r.l. • Industrial instruments for measurement, display, and control • New York
INDENTURE dated as of [ ], 2019, among DH EUROPE FINANCE II S.À R.L., a private limited liability company, société à responsibilité limitée, duly organized and existing under the laws of Luxembourg (herein called the “Company”), having its registered office at 1B Heienhaff, L-1736 Senningerberg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 235.237, DANAHER CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Guarantor”) and the indirect parent company of the Company, having its principal office at 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
CASTOR MARITIME INC. Up to US$150,000,000 of Common Shares AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 31st, 2022 • Castor Maritime Inc. • Deep sea foreign transportation of freight • New York
This Amended and Restated Equity Distribution Agreement (this “Agreement”) is entered into between Castor Maritime Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”) and Maxim Group LLC (the “Agent”), as sales agent, with respect to the proposed issue and sale by the Company, through the Agent, of common shares of the Company, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to US$150,000,000 (the Common Shares subject to this Agreement being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued Common Shares to be issued and sold by the Company.
W&T Offshore, Inc., as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee SUBORDINATED INDENTURE Dated as of , 200Subordinated Indenture • November 13th, 2008 • W&t Offshore Inc • Crude petroleum & natural gas • New York
PFIZER NETHERLANDS INTERNATIONAL FINANCE B.V., as Issuer PFIZER INC., as Parent Guarantor and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of DEBT SECURITIESIndenture • May 13th, 2025 • Pfizer Investment Enterprises PTE LTD • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 20[ ], among PFIZER NETHERLANDS INTERNATIONAL FINANCE B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, registered with the Trade Register of the Chamber of Commerce in the Netherlands under number 96456612 (the “Issuer”), PFIZER INC., a Delaware corporation (the “Parent Guarantor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).
W&T Offshore, Inc., as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee SENIOR INDENTURE Dated as of , 200Senior Indenture • November 13th, 2008 • W&t Offshore Inc • Crude petroleum & natural gas • New York
INDENTURE, dated as of , 200 , between W&T Offshore, Inc., a corporation duly organized and existing under the laws of the State of Texas (herein called the “Company”), having its principal office at Nine Greenway Plaza, Suite 300, Houston, Texas 77046 and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).
THE DOW CHEMICAL COMPANYUnderwriting Agreement • May 6th, 2008 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
The Dow Chemical Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $800,000,000 aggregate principal amount of the Company’s 5.70% Notes due 2018 (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of May 1, 2008, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any referenc
Exhibit 1.1 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND Medium Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • July 15th, 2008 • Governor & Co of the Bank of Ireland • Commercial banks, nec • New York
Tesla Motors, Inc. Common Stock, par value $0.001 Form of Underwriting AgreementUnderwriting Agreement • September 28th, 2012 • Tesla Motors Inc • Motor vehicles & passenger car bodies • New York
Tesla Motors, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (“you” or the “Underwriter”) an aggregate of shares, par value $0.001 (“Stock”) of the Company (the “Firm Shares”) and, at your election, up to additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
INDENTUREIndenture • November 28th, 2006 • American Express Co • Finance services • New York
TD AMERITRADE HOLDING CORPORATION, as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [ ], 2014Indenture • September 29th, 2014 • TD AMERITRADE Online Holdings Corp. • Security brokers, dealers & flotation companies • New York
INDENTURE, dated as of [ ], 2014, among TD AMERITRADE HOLDING CORPORATION, a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America (the “Trustee”).
FISERV FUNDING UNLIMITED COMPANY, AS ISSUER, FISERV, INC., AS THE INITIAL GUARANTOR, ANY OTHER GUARANTORS PARTY HERETO, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, INDENTURE DATED AS OF APRIL 24, 2025 DEBT SECURITIESIndenture • April 24th, 2025 • FISERV FUNDING UNLIMITED Co • Services-business services, nec • New York
INDENTURE, dated as of April 24, 2025, among Fiserv Funding Unlimited Company, a private unlimited company with share capital incorporated under the laws of the Republic of Ireland, (herein called the “Company”), having its principal executive office at 10 Hanover Quay, Dublin D02 K510, Republic of Ireland, Fiserv, Inc., a Wisconsin corporation (herein called the “Initial Guarantor”), as a Guarantor (as defined herein), any other Guarantor party hereto from time to time, and U.S. Bank Trust Company, National Association, a national banking association, as Trustee (herein called the “Trustee”).
AMCOR FLEXIBLES NORTH AMERICA, INC. The Issuer AND AMCOR PLC The Parent Guarantor AND AMCOR FINANCE (USA), INC. AND AMCOR UK FINANCE PLC AND AMCOR GROUP FINANCE PLC AND AMCOR PTY LTD The Initial Subsidiary Guarantors TO DEUTSCHE BANK TRUST COMPANY...Indenture • May 17th, 2024 • Amcor Flexibles North America, Inc. • Converted paper & paperboard prods (no contaners/boxes) • Missouri
MORGAN STANLEY FINANCE LLC, as Issuer MORGAN STANLEY, as Guarantor AND THE BANK OF NEW YORK MELLON, as Trustee Senior Indenture Dated as of February 16, 2016 CROSS REFERENCE SHEET1Senior Indenture • February 16th, 2016 • Morgan Stanley Capital Trust Iv • Finance services
THIS SENIOR INDENTURE, dated as of February 16, 2016 among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Issuer”) and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”),
AMENDMENT NO. 2 PRINCIPAL UNDERWRITER AGREEMENT THIS AMENDMENT, amends that certain Principal Underwriter Agreement dated June 26, 1995, made by and between Hartford Life Insurance Company and Hartford Securities Distribution Company, Inc. as follows:...Principal Underwriter Agreement • March 1st, 2010 • Hartford Life Insurance Co • Life insurance
The Goldman Sachs Group, Inc. Medium-Term Notes, Series D Amended and Restated Distribution AgreementDistribution Agreement • April 6th, 2009 • Goldman Sachs Capital V • Security brokers, dealers & flotation companies • New York
fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such fiscal years;
Essex Portfolio, L.P., as Issuer Essex Property Trust, Inc., as Guarantor U.S. Bank National Association, as Trustee INDENTURE Dated as of ●% Senior Notes due ●Indenture • April 8th, 2013 • Essex Portfolio Lp • Real estate investment trusts • New York
INDENTURE dated as of ●, 2013 among Essex Portfolio, L.P., a California limited partnership (hereinafter called the “Issuer”), Essex Property Trust, Inc., a Maryland corporation (hereinafter called the “Guarantor” or, in its capacity as the sole general partner of the Issuer, the “General Partner”), each having its principal office at Essex Portfolio, L.P., 925 East Meadow Drive, Palo Alto, California 94303, and U.S. Bank National Association, as trustee hereunder (hereinafter called the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer’s ●% Senior Notes due ● (hereinafter called the “Notes”) guaranteed by the Guarantor.
AMENDED AND RESTATED TRUST AGREEMENT KEYCORP, as Depositor DEUTSCHE BANK TRUST COMPANY AMERICAS, as Property Trustee DEUTSCHE BANK TRUST COMPANY DELAWARE, as Delaware Trustee THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of , 20 KEYCORP CAPITAL XITrust Agreement • February 19th, 2008 • KeyCorp Capital VIII • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of , 20 , among (i) KEYCORP, an Ohio corporation (including any successors or assigns, the “Depositor”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as BANKERS TRUST COMPANY) a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) DEUTSCHE BANK TRUST COMPANY DELAWARE (formerly known as BANKERS TRUST (DELAWARE)), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Daniel R. Stolzer, an individual, and Louis D. Raffis, an individual, each of whose address is c/o KeyCorp, 127 Public Square, Cleveland, Ohio 44114 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”) and (v) the several HOLDERS, as here
WARRANT AGREEMENT Dated as of between SEARS HOLDINGS CORPORATION and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Common StockWarrant Agreement • October 30th, 2014 • Sears Holdings Corp • Retail-department stores • New York
WARRANT AGREEMENT, dated as of [•], 2014 (this “Agreement”), between SEARS HOLDINGS CORPORATION, a Delaware corporation (the “Company”), COMPUTERSHARE INC. (“Computershare”), a Delaware corporation, and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
TYCO INTERNATIONAL PLC, as Issuer TYCO FIRE & SECURITY FINANCE S.C.A., as Guarantor TYCO INTERNATIONAL FINANCE S.A., as Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of [•] SUBORDINATED DEBT SECURITIESIndenture • February 13th, 2015 • Tyco International Finance S.A. • Services-detective, guard & armored car services • New York
THIS INDENTURE is dated as of [•] among TYCO INTERNATIONAL PLC, an Irish public limited company (the “Company”), TYCO FIRE & SECURITY FINANCE S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”), TYCO INTERNATIONAL FINANCE S.A., a Luxembourg public limited company (“TIFSA”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
]% Senior Notes Due [ ]Indenture • March 19th, 2007 • Bunge N.A. Finance L.P. • Fats & oils • New York
INDENTURE dated as of _____________, among BUNGE N.A. FINANCE L.P., a Delaware limited partnership (the “Company”), as issuer, BUNGE LIMITED, a company formed under the laws of Bermuda with limited liability (the “Guarantor”), as guarantor, and [ ____________________________ ], [a _____________________ ] (the “Trustee”), as trustee.
SENIOR DEBT UNDERWRITING AGREEMENT DATED: [ ] LLOYDS BANK plcSenior Debt Underwriting Agreement • July 31st, 2019 • Lloyds Bank PLC • Commercial banks, nec • New York
From time to time Lloyds Bank plc, a public limited company incorporated under the laws of England and registered in England and Wales (the “Company”) proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939Indenture • September 10th, 2012 • Directv • Communications services, nec • New York
LLOYDS TSB BANK PLC, as ISSUER (a public limited company incorporated under the laws of England and registered in England) and LLOYDS BANKING GROUP PLC, as GUARANTOR (a public limited company incorporated under the laws ofUnderwriting Agreement • December 22nd, 2010 • Lloyds TSB Bank PLC • Commercial banks, nec • New York
From time to time Lloyds TSB Bank plc, a public limited company incorporated and registered in England, United Kingdom (the “Company”), and Lloyds Banking Group plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Guarantor”) proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein), or to purchasers procured by them, certain of the Company’s debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Securities”).