Introductory Contract Clauses (596)

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. Nissan Master Owner Trust Receivables (the "Trust"), a Delaware statutory trust, hereby confirms its agreement with Barclays Capital Inc. (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 $550,000,000 aggregate principal amount LIBOR + 0.40% Class A-1 Notes (the "Class A-1 Notes") and $350,000,000 aggregate principal amount of 1.44% Class A-2 Notes... (the "Class A-2 Notes" and, together with the Class A-1 Notes, the "Notes") of the Trust, which Notes the Trust proposes to sell to the Underwriters under the terms and conditions herein. The Notes will be issued pursuant to the Amended and Restated Indenture, dated as of October 15, 2003 (as amended, modified and supplemented, the "Indenture"), between the Trust and U.S. Bank National Association, as indenture trustee (the "Indenture Trustee") and the Annex of Definitions attached to the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as amended, modified and supplemented, the "Transfer and Servicing Agreement"), among Nissan Wholesale Receivables Corporation II (the "Depositor"), the Trust and Nissan Motor Acceptance Corporation ("NMAC"). Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Indenture. View More

Introductory. Avnet, Inc., a New York corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule C hereto (the "Underwriters") $500,000,000 principal amount of its 6.250% Notes due 2028 (the "Securities") registered under the registration statement referred to in Section 2(a). The Securities will be issued under an indenture between the Company and Computershare Trust Company, National Association, as successor trustee to Wells Fargo Bank, National Association (the "...Trustee"), dated as of June 22, 2010 (such indenture as amended or supplemented the "Indenture"). View More

Introductory. Mercedes-Benz Retail Receivables LLC, a Delaware limited liability company (the "Depositor"), proposes to cause Mercedes-Benz Auto Receivables Trust 2022-1 (the "Issuer") to issue $393,170,000 principal amount of Class A‐1 0.00% Asset Backed Notes (the "Class A‐1 Notes"), $693,000,000 principal amount of Class A‐2 5.26% Asset Backed Notes (the "Class A‐2 Notes"), $657,000,000 principal amount of Class A‐3 5.21% Asset Backed Notes (the "Class A‐3 Notes") and $124,000,000 principal amount of Class... A‐4 5.25% 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 "Notes") and to sell the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (together the "Offered Notes") to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). The assets of the Issuer will include, among other things, a pool of fixed-rate motor vehicle installment sales contracts and installment loans (the "Receivables") secured by new and pre-owned Mercedes-Benz and smart automobiles, including, without limitation, rights to receive certain payments with respect to such Receivables received after the close of business on September 30, 2022, and security interests in the vehicles financed by the Receivables (the "Financed Vehicles"), and any proceeds from claims on certain related insurance policies thereof. The Receivables will be transferred to the Issuer by the Depositor. The Receivables will be serviced for the Issuer by Mercedes-Benz Financial Services USA LLC, a Delaware limited liability company (the "Servicer" or "MBFS"). The Notes will be issued pursuant to the Indenture to be dated as of November 1, 2022 (as amended and supplemented from time to time, the "Indenture"), between the Issuer and U.S. Bank Trust Company, National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance of the Notes and sale of the Offered Notes as contemplated herein, the Issuer will issue Asset Backed Certificates (the "Certificates"), each such Certificate representing a fractional undivided beneficial interest in the Issuer, to the Depositor. Upon the occurrence of certain events described in the Indenture, an asset representations review may be performed by the Asset Representations Reviewer (as defined below) under an Asset Representations Review Agreement (the "Asset Representations Review Agreement") to be dated as of November 1, 2022 among Clayton Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the "Asset Representations Reviewer"), the Issuer and MBFS USA, as Administrator and Servicer. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Appendix A to the Sale and Servicing Agreement to be dated as of November 1, 2022 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuer, the Depositor, the Seller and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of November 1, 2022 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Wilmington Trust, National Association, as owner trustee under the Trust Agreement (the "Owner Trustee"). View More

Introductory. Apollo Gaming Holdings, L.P. (the "Selling Stockholder"), a stockholder of PlayAGS, Inc., a Nevada corporation ("Company") agrees with the several Underwriters named in Schedule A hereto ("Underwriters") to sell to the several Underwriters 4,000,000 shares of the Company's common stock; par value $0.01 per share (the "Securities" and, such shares of Securities being hereinafter referred to as the "Offered Securities").

Introductory. Parsley Energy, LLC, a Delaware limited liability company (the "Company"), and Parsley Finance Corp., a Delaware corporation ("FinanceCo" and, together with the Company, the "Issuers"), agree with Credit Suisse Securities (USA) LLC (the "Representative") and the several initial purchasers named in Schedule A hereto, for whom you are acting as representative (together with the Representative, the "Purchasers"), subject to the terms and conditions stated in this agreement (this "Agreement"), to is...sue and sell to the several Purchasers an aggregate $200,000,000 principal amount of their 6.250% Senior Notes due 2024 (the "Notes") to be issued under an indenture, dated as of May 27, 2016 and as supplemented through the Closing Date (as defined below) (the "Indenture"), between the Issuers, the Guarantors (as defined below) and U.S. Bank, National Association, as Trustee. The Notes will be unconditionally guaranteed (the "Guarantee" and together with the Notes, the "Offered Securities") as to the payment of principal and interest by each of the entities listed on Schedule B hereto that is identified as a guarantor of the notes (each a "Guarantor"). View More

Introductory. Pursuant to the terms and conditions of this Underwriting Agreement (this "Agreement") Brigham Minerals, Inc., a Delaware corporation (the "Company"), agrees with Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives (the "Representatives") of the several underwriters named in Schedule A hereto (the "Underwriters"), to issue and sell to the Underwriters 6,000,000 shares of its Class A common stock, par value $0.01 per share ("Securities") and the selling stockholders... listed on Schedule B hereto (the "Selling Stockholders") propose, severally and not jointly, to sell to the several Underwriters an aggregate of 5,000,000 outstanding shares of Securities (such 11,000,000 shares of Securities being hereinafter referred to as the "Firm Securities"). The Selling Stockholders have also agreed, severally and not jointly, to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,650,000 additional shares of Securities (the "Optional Securities") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities" and the proposed issuance and sale of the Offered Securities is referred to herein as the "Offering". A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in Brigham Minerals Holdings, LLC, a Delaware limited liability company ("Brigham LLC"), pursuant to the First Amended and Restated Limited Liability Company Agreement of Brigham LLC, dated as of April 23, 2019, immediately prior to the Closing Date on which such Offered Securities are to be sold (any such redemption being hereinafter referred to as a "Redemption Transaction"). View More

Introductory. X4 Pharmaceuticals, Inc., a Delaware corporation (the "Company"), proposes to sell, pursuant to the terms of this Underwriting Agreement (this "Agreement"), to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), (i) an aggregate of 5,670,000 shares (the "Shares") of common stock, $0.001 par value per share (the "Common Stock"), of the Company; (ii) Pre-Funded Warrants, substantially in the form of Annex A hereto, to purchase an aggregate of 2,130...,000 shares of Common Stock with an exercise price equal to $0.001 per share (the "Pre-Funded Warrants"); and (iii) Class A Warrants, substantially in the form of Annex B hereto, to purchase an aggregate of 3,900,000 shares of Common Stock with an exercise price equal to $13.20 per share (the "Class A Warrants" and, together with the Pre-Funded Warrants, being hereinafter collectively referred to as the "Warrants," and such Warrants and Common Stock being hereinafter collectively referred to as the "Securities"). Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the "Representatives." As used herein, "Warrant Shares" means the shares of Common Stock issuable upon exercise of the Warrants. View More

Introductory. Express Scripts Holding Company, a Delaware corporation (the "Company"), agrees with the several Underwriters named in Schedule A hereto (the "Underwriters") to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of its 3.000% Senior Notes due 2023 (the "2023 Notes"), $1,500,000,000 aggregate principal amount of its 3.400% Senior Notes due 2027 (the "2027 Notes") and $1,500,000,000 aggregate principal amount of its 4.800% Senior Notes due 2046 (the "2046 Notes" and, toge...ther with the 2023 Notes and the 2027 Notes, the "Offered Securities"). The Offered Securities will be unconditionally guaranteed (the "Guarantees") by the Guarantors (as defined below) and any other entity that becomes a guarantor of the Offered Securities following the Closing Date (as defined below), pursuant to the terms of the Indenture (as defined below). The Offered Securities shall be issued under an indenture, dated as of November 21, 2011 (the "Base Indenture"), and supplemented by supplemental indentures (each, a "Supplemental Indenture" and, collectively, the "Supplemental Indentures") to be dated as of the Closing Date, among the Company, each of the entities listed on Schedule B hereto (collectively, the "Guarantors") and Wells Fargo Bank, National Association, as Trustee (the Base Indenture, as supplemented by the Supplemental Indentures entered into on the Closing Date and as may be supplemented from time to time after the Closing Date, the "Indenture"). View More

Introductory. Extraction Oil & Gas, Inc., a Delaware corporation (the "Company"), agrees with Credit Suisse Securities (USA) LLC ("Credit Suisse"), Barclays Capital Inc. ("Barclays") and Goldman, Sachs & Co. ("Goldman Sachs" and, collectively with Credit Suisse and Barclays, the "Representatives"), as representatives of the several Underwriters named in Schedule A hereto ("Underwriters"), to issue and sell to the several Underwriters 33,333,333 shares of its common stock ("Securities") (such 33,333,333 shares... of Securities being hereinafter referred to as the "Firm Securities"). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 5,000,000 additional shares of its Securities (the "Optional Securities") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, Wells Fargo Securities, LLC ("Wells Fargo") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 1,666,667 shares for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Final Prospectus (as defined herein) under the heading "Underwriting (Conflicts of Interest)" (the "Directed Share Program"). The Firm Securities to be sold by Wells Fargo pursuant to the Directed Share Program (the "Directed Shares") will be sold by Wells Fargo 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 Final Prospectus. The Company hereby confirms its engagement of Goldman Sachs as, and Goldman Sachs hereby confirms its agreement with the Company to render services as, the "qualified independent underwriter" within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority, Inc. ("FINRA") with respect to the offering and sale of the Offered Securities. Goldman Sachs, solely in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the "QIU." It is understood and agreed to by all parties that concurrently with, or prior to, making the proposed issuance and sale of the Offered Securities (the "Offering"), the Company, will enter into certain corporate reorganization transactions (the "Reorganization Transactions"), pursuant to which the following transactions will occur: (a) The Company will convert form a Delaware limited liability company into a Delaware corporation; and (b) Extraction Oil & Gas Holdings, LLC, a Delaware limited liability company ("Holdings") will merge with and into the Company, and the Company will be the surviving entity to the merger. Holdings' equityholders, other than the holders of Holdings' Series B Preferred Units, will receive an aggregate of 108,460,231 Securities based on the relative levels of ownership in Holdings with the allocation of such Securities to be later determined by reference to an implied valuation of the Company based on the 10-day volume weighted average trading price of the Securities, pursuant to and in accordance with Holdings' Third Amended and Restated Limited Liability Company Agreement and that certain Stakeholders' Agreement by and between the Company, Holdings and certain equityholders of Holdings. View More