Introductory Contract Clauses (596)

Introductory. Gulfport Energy Corporation, a Delaware corporation (the "Company"), agrees with the several Underwriters named in Schedule A hereto (the "Underwriters") to issue and sell to the several Underwriters 29,000,000 shares of its common stock, par value $0.01 per share ("Securities") (such 29,000,000 shares of the Securities being hereinafter referred to as the "Firm Securities"). The Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not mor...e than 4,350,000 additional shares of its Securities (such 4,350,000 shares of the Securities being hereinafter referred to as the "Optional Securities") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". View More

Introductory. Taylor Morrison Home Corporation, a Delaware corporation (the "Company"), agrees with the several underwriters named in Schedule A hereto (the "Underwriters") to issue and sell to the several Underwriters 11,000,000 shares of its Class A common stock, par value $0.00001 per share (the "Securities"). Such 11,000,000 shares of Securities are hereinafter referred to as the "Offered Securities".

Introductory. PPG Industries, Inc., a Pennsylvania corporation ("Company"), agrees with the several Underwriters named in Schedule A hereto ("Underwriters") to issue and sell to the several Underwriters €300,000,000 principal amount of its 1.875% Senior Notes due 2025 (the "2025 Notes") and €700,000,000 principal amount of its 2.750% Senior Notes due 2029 (the "2029 Notes" and, together with the 2025 Notes, the "Securities" or "Offered Securities"), all to be issued under an indenture, dated as of March 18, 2...008 and as supplemented through the Closing Date ("Indenture"), between the Company and 1 The Bank of New York Trust Company, N.A., as Trustee. In connection with the issuance of the Offered Securities, the Company will enter into a paying agency agreement (the "Paying Agency Agreement"), to be dated May 25, 2022, among the Company and The Bank of New York Mellon, London Branch, as London Paying Agent. View More

Introductory. Valmont Industries, Inc., a Delaware corporation (the "Company"), agrees with the several Underwriters named in Schedule A hereto (the "Underwriters") to issue and sell to the several Underwriters $200,000,000 principal amount of its 5.00% Senior Notes due 2044 (the "2044 Notes") and $55,000,000 principal amount of its 5.25% Senior Notes due 2054 (the "2054 Notes" and, together with the 2044 Notes, the "Securities"), all to be issued under an indenture, dated as of April 12, 2010 ("Base Indentur...e"), as supplemented by a supplemental indenture, dated as of September 22, 2014, with respect to the 2044 Notes, and a supplemental indenture, dated as of September 22, 2014, with respect to the 2054 Notes (the "Supplemental Indentures" and together with the Base Indenture, the "Indenture"), in each case among the Company, the guarantors party hereto (the "Guarantors") and Wells Fargo Bank, National Association, as Trustee. The Securities will be fully and unconditionally guaranteed by each of the Guarantors (such guarantees, the "Guarantees," and together with the Securities, the "Offered Securities"). References to subsidiaries of the Company include the Guarantors. The Company previously issued $250,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2044 and $250,000,000 in aggregate principal amount of its 5.250% Senior Notes due 2054 under the Indenture (the "Existing Securities"). The Securities constitute an additional issuance of notes under the Indenture. The Securities will have identical terms to the Existing Securities and will be treated as a single class of notes for all purposes under the Indenture. View More

Introductory. Viveve Medical, 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"), an aggregate of 13,333,334 shares of Common Stock, $0.0001 par value (the "Common Stock") of the Company. The aggregate of 13,333,334 shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company also proposes to se...ll to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,999,999 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 ("Cowen") is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the "Representative." To the extent that only one Underwriter is listed on Schedule A hereto, all references herein to the Representative and the Underwriters shall refer just to you. View More

Introductory. The shareholders listed on Schedule A hereto (the "Selling Shareholders") agree, severally, to sell to the several underwriters named in Schedule B hereto (the "Underwriters"), 15,000,000 common shares, par value $0.01 per share (the "Securities"), of Kosmos Energy Ltd., a Bermuda exempted company (the "Company") (such Securities are hereinafter referred to as the "Firm Securities"), and also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,25...0,000 additional outstanding common shares ("Optional Securities") of the Company's Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". In the event only one underwriter is listed in Schedule B hereto, any references in this Agreement to the "Underwriters" shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule B. In the event only one selling shareholder is listed in Schedule A hereto, any references in this Agreement to the "Selling Shareholders" shall be deemed to refer to the sole selling shareholder in the singular form listed in such Schedule A. View More

Introductory. State Street Corporation, a Massachusetts corporation (the "Company"), agrees with the Underwriters listed in Schedule I hereto (the "Underwriters") to issue and sell to the Underwriters 21,724,217 shares (the "Shares") of its common stock, par value $1.00 per share (the "Common Stock"). The Shares 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. Spinal Elements Holdings, Inc., a Delaware corporation ("Company"), agrees with the several Underwriters named in Schedule A hereto ("Underwriters") to issue and sell to the several Underwriters [●] shares ("Firm Securities") of its common stock, par value $0.001 per share ("Securities"). The Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares of its Securities ("Optional Securities"), as set forth belo...w. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Robert W. Baird & Co. Incorporated (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [●] 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" (the "Directed Share Program"). The Firm Securities 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 orally confirmed for purchase by 11:59 P.M. (New York time) on the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Final Prospectus. View More

Introductory. NVR, Inc., a Virginia corporation (the "Company"), agrees with Credit Suisse Securities (USA) LLC ("Credit Suisse"), as underwriter, to issue and sell to Credit Suisse $250,000,000 principal amount of its 3.000% Senior Notes due 2030 (the "Offered Securities") as set forth below, all to be issued under the seventh supplemental indenture, to be dated as of the Closing Date (the "Seventh Supplemental Indenture"), to the indenture dated as of April 14, 1998 and as supplemented to the Closing Date, ...between the Company and U.S. Bank Trust National Association, successor to The Bank of New York, as Trustee (the "Base Indenture" and, together with the Seventh Supplemental Indenture, the "Indenture"). The Company has previously issued $600,000,000 aggregate principal amount of its 3.000% Senior Notes due 2030 under the sixth supplemental indenture, dated as of May 4, 2020, to the Base Indenture (the "Existing Securities"). The Offered Securities constitute Additional Notes (as such term is defined in the Indenture) under the Indenture. Except as disclosed in the General Disclosure Package and the Final Prospectus (each, as defined below), the Offered Securities will have terms identical to those of the Existing Securities and, together with the Existing Securities, will be treated as a single class of securities for all purposes under the Indenture. View More

Introductory. PPG Industries, Inc., a Pennsylvania corporation ("Company"), agrees with the several Underwriters named in Schedule A hereto ("Underwriters") to issue and sell to the several Underwriters $300,000,000 principal amount of its 2.550% Senior Notes due 2030 (the "Offered Securities"), to be issued under an indenture, dated as of March 18, 2008 and as supplemented through the Closing Date ("Indenture"), between the Company and The Bank of New York Trust Company, N.A., as Trustee.