Introductory Contract Clauses (596)

Introductory. Corvus Pharmaceuticals, Inc., a Delaware corporation ("Company"), agrees with the several Underwriters named in Schedule A hereto ("Underwriters"), for whom Credit Suisse Securities (USA) LLC and Cowen and Company, LLC are acting as representatives ("Representatives"), to issue and sell to the several Underwriters shares ("Firm Securities") of its common stock, par value $0.0001 per share ("Securities") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, a...n 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". View More

Introductory. Nissan Motor Acceptance Corporation, a California corporation ("NMAC" or "Servicer"), and Nissan Auto Receivables Corporation II, a Delaware corporation (the "Depositor" or "Seller"), hereby confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Representative") and the several underwriters named in Schedule 1 hereto (together with the Representative, collectively, the "Underwriters") with respect to the purchase by the Underwriters of $220,000,000 aggregate princi...pal amount of 0.64000% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $210,000,000 aggregate principal amount of 1.06% Asset Backed Notes, Class A-2a (the "Class A-2a Notes"), $175,000,000 aggregate principal amount of LIBOR + 0.35% Asset Backed Notes, Class A-2b (the "Class A-2b Notes," and together with the Class A-2a Notes, the "Class A-2 Notes"), $305,000,000 aggregate principal amount of 1.34% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $90,000,000 aggregate principal amount of 1.59% Asset Backed Notes, Class A-4 (the "Class A-4 Notes") (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes are referred to herein as the "Notes"), of Nissan Auto Receivables 2016-A Owner Trust, a Delaware statutory trust (the "Trust" or "Issuer"), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein. Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue Asset Backed Certificates (the "Certificates") with an original certificate balance of at least $41,666,666.68. The Notes and the Certificates shall collectively be referred to herein as the "Securities." The Notes will be issued pursuant to an indenture, dated as of February 10, 2016 (the "Indenture"), between the Trust and U.S. Bank National Association ("U.S. Bank"), as indenture trustee (the "Indenture Trustee"). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of February 10, 2016 (the "Trust Agreement"), between the Depositor, Wilmington Trust, National Association ("Wilmington Trust"), as owner trustee (in (Nissan 2016-A Underwriting Agreement) such capacity, the "Owner Trustee"), and U.S. Bank, as certificate registrar and paying agent. Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Sale and Servicing Agreement. With respect to all terms in this Agreement, the singular includes the plural and the plural includes the singular; words importing any gender include the other genders; references to "writing" include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto; the term "including" means "including without limitation;" and the term "or" is not exclusive. View More

Introductory. The stockholders of Evoqua Water Technologies Corp., a Delaware corporation ("Company"), listed in Schedule A hereto (the "Selling Stockholders") agree severally with the several Underwriters named in Schedule B hereto (collectively, the "Underwriters") to sell to the Underwriters an aggregate of outstanding shares of the Company's common stock, par value $0.01 per share (the "Common Stock") (such shares of Common Stock being hereinafter referred to as the "Firm Securities"). The Selling Stockho...lders also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding shares ("Optional Securities") of the Company's Common Stock, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". View More

Introductory. CNH Capital Receivables LLC, a Delaware limited liability company (the "Seller"), proposes to cause CNH Equipment Trust 2021-C (the "Trust") to issue $221,000,000 principal amount of 0.11014% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $306,500,000 principal amount of 0.33% Class A-2 Asset Backed Notes (the "Class A-2 Notes"), $306,500,000 principal amount of 0.81% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), $85,270,000 principal amount of 1.16% Class A-4 Asset Backed Notes (...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 "Class A Notes") and $21,160,000 principal amount of 1.41% Class B Asset Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes"). Pursuant to the terms hereof, the Seller agrees to sell the Class A Notes and the Class B Notes to the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representatives (the "Representatives"), in the respective amounts listed on Schedule I hereto. The Notes will be issued pursuant to the Indenture to be dated as of October 1, 2021 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Citibank, N.A., as indenture trustee (the "Indenture Trustee"). The assets of the Trust include, among other things, a pool of fixed rate retail installment sale contracts and retail installment loans (the "Receivables") secured by new or used agricultural or construction equipment and the related security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company ("New Holland"). The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement to be dated as of October 1, 2021 (as amended and supplemented from time to time, the "Asset Representations Review Agreement"), among the Trust, New Holland, as servicer (the "Servicer"), and Clayton Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). Simultaneously with the issuance and sale of the Notes as contemplated in this Agreement, the Trust will issue to the Seller certificates representing fractional undivided equity interests in the Trust (the "Certificates"). The Notes and the Certificates are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of October 1, 2021 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and the Servicer, or, if not defined therein, in the Indenture or the Trust Agreement dated as of October 8, 2021 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and Wilmington Trust Company, as trustee (the "Trustee"). Prior to the time when sales to purchasers of the Notes were first made to investors by the several Underwriters, which was approximately 12:30 p.m. (New York time) on October 19, 2021 (the "Time of Sale"), the Seller had prepared the following information (collectively, the "Time of Sale Information"): the preliminary prospectus dated October 13, 2021 (together, along with information referred to under the caption "Annex A—Static Pool Data" therein, the "Preliminary Prospectus") and the free writing prospectus dated October 13, 2021 (the "Initial Free Writing Prospectus") in the form filed with the Securities and Exchange Commission (the "Commission") on October 13, 2021. If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Notes may terminate their old "Contracts of Sale" (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the "Act")) for any Notes and the Underwriters enter into new Contracts of Sale with investors in the Notes, then "Time of Sale Information" will refer to the information conveyed to investors at least 48 hours prior to the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Representatives that corrects such material misstatements or omissions (a "Corrected Prospectus") and "Time of Sale" will refer to the time and date on which such new Contracts of Sale were entered into. View More

Introductory. State Street Corporation, a Massachusetts corporation (the "Company"), agrees with the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom Morgan Stanley & Co. LLC, Academy Securities, Inc., BofA Securities, Inc. and Deutsche Bank Securities Inc. are acting as Representatives (the "Representatives"), to issue and sell to the several Underwriters $500,000,000 in principal amount of the Company's Fixed-to-Floating Rate Senior Notes due 2027 (the "Notes" or the "Securiti...es"). The Notes will be issued under an indenture (the "Base Indenture") dated as of October 31, 2014, between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the first supplemental indenture, dated as of May 8, 2017, between the Company and the Trustee (the "First Supplemental Indenture") and as supplemented by the second supplemental indenture, dated as of March 30, 2020, between the Company and the Trustee (the "Second Supplemental Indenture" and, together with the First Supplemental Indenture and the Base Indenture, the "Indenture"). The Securities are described in the Final Prospectus, which is referred to below. Capitalized terms used herein and not otherwise defined, but that are defined in the Statutory Prospectus (as defined in Section 2(a)), have the meaning specified in the Statutory Prospectus. View More

Introductory. CAI International, Inc., a Delaware corporation ("Company"), agrees with the several Underwriters named in Schedule A hereto ("Underwriters"), for whom B. Riley FBR, Inc. ("FBR") is acting as representative (the "Representative"), to issue and sell to the several Underwriters 1,600,000 shares (the "Firm Securities") of the 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25.00 per share, of the Company (the "Series A Preferred Stock")..., a new series of the Company's authorized preferred stock (the "Preferred Stock"). The Company also agrees to sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 240,000 additional shares of Series A Preferred Stock (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". This Underwriting Agreement (this "Agreement") confirms the agreement among the Company and the Underwriters concerning the purchase of the Offered Securities by the Underwriters. For purposes of this Agreement: "430B Information" means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f). "Act" means the Securities Act of 1933, as amended. "Applicable Time" means 5:45 p.m. (Eastern time) on the date of this Agreement. "Closing Date" has the meaning defined in Section 3 hereof. "Commission" means the Securities and Exchange Commission. "Effective Time" of the Registration Statement relating to the Offered Securities means the time of the first contract of sale for the Offered Securities. "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1 "Final Prospectus" means the Statutory Prospectus that discloses the public offering price, including any document incorporated by reference therein, other 430B Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act. "General Use Issuer Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g). "Limited Use Issuer Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. "Rules and Regulations" means the rules and regulations of the Commission. "Securities Laws" means, collectively, the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of "issuers" (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules ("Exchange Rules") of the New York Stock Exchange ("NYSE"). "Statutory Prospectus" with reference to any particular time means the prospectus relating to the Offered Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and all 430B Information with respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively. Unless otherwise specified, a reference to a "Rule" is to the indicated rule under the Act. View More

Introductory. Avidity Biosciences, Inc., a Delaware corporation (the "Company"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of [•] shares of common stock, $0.0001 par value per share (the "Common Stock") of the Company. The aggregate of [•] shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company also proposes to sell to the Underwriters, upon t...he terms and conditions set forth in Section 3 hereof, up to an additional [•] shares of Common Stock (the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". Cowen and Company, LLC, SVB Leerink LLC, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the "Representatives." In the event that the Company has no subsidiaries, or only one subsidiary, then all references herein to "subsidiaries" of the Company shall be deemed to refer to no subsidiary, or such single subsidiary, mutatis mutandis. View More

Introductory. 908 Devices Inc., a Delaware corporation (the "Company"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of [●] shares of common stock, $0.001 par value (the "Common Stock") of the Company. The aggregate of [●] shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company also proposes to sell to the Underwriters, upon the terms and conditi...ons set forth in Section 3 hereof, up to an additional [●] shares of Common Stock (the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". Cowen and Company, LLC and SVB Leerink LLC are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, Cowen (the "Designated Underwriter") has agreed to reserve out of the Firm Stock purchased by it under this Agreement up to 250,000 shares for sale to the Company's directors, officers, employees, individual stockholders, business associates and other persons with whom we have a relationship (collectively, "Participants"), as set forth in the Prospectus (as defined below) under the heading "Underwriting" (the "Directed Share Program"). The Firm Stock 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. View More

Introductory. Phillips 66, a Delaware corporation (the "Company"), and Phillips 66 Company, a Delaware corporation (the "Guarantor"), propose that the Company will issue and sell from time to time certain of its unsecured debt securities that will be fully and unconditionally guaranteed by the Guarantor registered under the registration statement referred to in Section 2(a) (such securities, including the guarantee relating thereto by the Guarantor (the "Guarantee"), being hereinafter called the "Registered S...ecurities"). The Registered Securities will be issued under the Indenture, dated as of March 12, 2012 (the "Indenture"), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The Registered Securities involved in any such offering are hereinafter referred to as the "Offered Securities". The firm or firms which agree to purchase the Offered Securities, as set forth in a Terms Agreement referred to in Section 3 hereof, are hereinafter referred to as the "Underwriters" of such securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Sections 2(b), 2(c), 2(f) and 6 and the second sentence of Section 3), shall mean the Underwriters. View More

Introductory. Identiv, Inc., a Delaware corporation (the "Company"), proposes to sell, pursuant to the terms of this Agreement, to Cowen and Company, LLC (the "Underwriter" or "Cowen") an aggregate of 2,000,000 shares of Common Stock, $0.001 par value (the "Common Stock") of the Company. The aggregate of 2,000,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 3 hereof, up to... an additional 300,000 shares of Common Stock (the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". View More