Introductory Contract Clauses (596)

Introductory. Analog Devices, Inc., a Massachusetts corporation (the "Company"), agrees with the several Underwriters named in Schedule A hereto (the "Underwriters") for whom J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as Representatives (the "Representatives") to issue and sell to the several Underwriters $400,000,000 principal amount of its 2.950% Senior Notes due 2025 (the "Securities"). The Securities shall be issued under an indenture, dated as of June 3, 2013 (the "Base Inden...ture"), as supplemented by a supplemental indenture (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture") to be dated as of the Closing Date (as defined below) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). View More

Introductory. MidAmerican Energy Company, an Iowa corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A attached hereto (collectively, the "Underwriters"), for whom Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are acting as representatives (the "Representatives"), $250,000,000 principal amount of its 3.65% First... Mortgage Bonds due 2029 (the "2029 Bonds") and $600,000,000 principal amount of its 3.15% First Mortgage Bonds due 2050 (the "2050 Bonds" and together with the 2029 Bonds, the "Offered Securities"). The 2029 Bonds are to be issued under that certain indenture, dated as of September 9, 2013 (the "Base Indenture"), with The New York Bank Mellon Trust Company, N.A., as trustee (the "Trustee"), as amended by a first supplemental indenture dated September 19, 2013 (the "First Supplemental Indenture"), as supplemented by an eighth supplemental indenture dated as of January 9, 2019, as amended by an amendment number 1 thereto to be dated as of October 15, 2019 (as amended, the "Eighth Supplemental Indenture") pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-225916) filed on June 27, 2018 (the "Registration Statement"). The 2050 Bonds are to be issued under the Base Indenture, as amended by the First Supplemental Indenture, as supplemented by a ninth supplemental indenture to be dated as of October 15, 2019 (the "Ninth Supplemental Indenture") pursuant to the Registration Statement. References herein to the "Indenture" refer to the Eight Supplemental Indenture or the Ninth Supplemental Indenture, as applicable, together with the First Supplemental Indenture and the Base Indenture. The Offered Securities are to be secured pursuant to a Mortgage, Security Agreement, Fixture Filing and Financing Statement, dated as of September 9, 2013, as amended by Amendment No. 1 thereto dated as of September 17, 2015 (the "Mortgage") from the Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee (the "Collateral Trustee") and an Intercreditor and Collateral Trust Agreement, dated as of September 9, 2013 (the "Collateral Trust Agreement") among the Company, the Trustee and the Collateral Trustee. The Indenture has been qualified under the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the United States Securities and Exchange Commission (the "Commission") under the Trust Indenture Act. The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act," and the rules and regulations of the Commission thereunder are herein referred to as the "Rules and Regulations." The Company has previously issued $600,000,000 principal amount of its 3.65% First Mortgage Bonds due 2029 (the "existing 2029 Bonds") under the Eighth Supplemental Indenture. The 2029 Bonds constitute "Additional Bonds" under Section 2.09 of the Eighth Supplemental Indenture and, except as otherwise disclosed in the Disclosure Package and Prospectus (each as defined below), the 2029 Bonds will have terms identical to the existing 2029 Bonds and will be treated as a single series of debt securities with the existing 2029 Bonds. View More

Introductory. Ra Pharmaceuticals, Inc., a Delaware corporation ("Company"), agrees with Jefferies LLC ("Jefferies"), BMO Capital Markets Corp. ("BMO") and Stifel, Nicolaus & Company, Incorporated ("Stifel") and the several Underwriters named in Schedule A hereto (collectively, the "Underwriters"), for whom Jefferies, BMO and Stifel are acting as representatives (in such capacity, the "Representatives"), to issue and sell to the several Underwriters 4,000,000 shares ("Firm Securities") of its common stock, par... value $0.001 per share ("Securities"), and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 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. Wengen Alberta, Limited Partnership (the "Selling Securityholder"), a stockholder of Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (the "Company"), proposes to sell to the several Underwriters named in Schedule A hereto (the "Underwriters") for whom BMO Capital Markets Corp. is acting as representative (the "Representative"), 10,000,000 shares (the "Firm Securities") of the Company's Class A common stock, par value $0.004 per share (the "Securities")..., and also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional shares ("Optional Securities") of the Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". In the event that only one Underwriter is listed in Schedule A hereto, any references to the "Underwriters" shall be deemed to refer to the sole Underwriter in the singular form listed in such Schedule A to this Underwriting Agreement (this "Agreement"). View More

Introductory. Nevada Power Company, a Nevada corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A attached hereto (collectively, the "Underwriters"), for whom BMO Capital Markets Corp., BNP Paribas Securities Corp., CIBC World Markets Corp., Citigroup Global Markets Inc. and SunTrust Robinson Humphrey, Inc. are acting as representatives (the "Representatives"), $500,000,000 principal amount of its 3.700% General and... Refunding Mortgage Notes, Series CC, due 2029 (the "Offered Securities") to be issued under that certain General and Refunding Mortgage Indenture, dated as of May 1, 2001 (the "Original Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A. (successor in trust to The Bank of New York Mellon, formerly The Bank of New York), as trustee (the "Trustee"), as amended and supplemented by various instruments including an officer's certificate, to be dated the Closing Date (as defined herein) (the "Officer's Certificate"), establishing the terms of the Offered Securities, such Original Indenture, as so amended and supplemented, being hereinafter called the "Indenture." On September 30, 2016, the Company filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-213897) for the registration of securities, including the Offered Securities, under the United States Securities Act of 1933, as amended (the "Securities Act"), and the offer and sale thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission thereunder (the "Rules and Regulations) and for the qualification of the Indenture under the United States Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). As used herein, the term "Registration Statement" means, as of any particular time, such registration statement, including (a) any amendments thereto at such time, (b) the exhibits and schedules thereto at such time (if any) and (c) any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act that, in accordance with Rule 430B under the Securities Act, is deemed to be a part thereof. View More