Introductory Clause Example with 4 Variations from Business Contracts

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