Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CHURCH & XXXXXX CO., INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: EVP Finance & CFO The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written. BofA SECURITIES, INC. BMO CAPITAL MARKETS CORP. HSBC SECURITIES (USA) INC. XXXXX FARGO SECURITIES, LLC Acting as Representatives of the several Underwriters named in the attached Schedule A. By: BofA Securities, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: BMO Capital Markets Corp. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: HSBC Securities (USA) Inc. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director SCHEDULE A Underwriters Aggregate Principal Amount of Notes to be Purchased BofA Securities, Inc. $ 85,145,000 BMO Capital Markets Corp. 85,145,000 HSBC Securities (USA) Inc. 85,145,000 Xxxxx Fargo Securities, LLC 85,145,000 Truist Securities, Inc. 34,285,000 MUFG Securities Americas Inc. 22,855,000 Scotia Capital (USA) Inc. 22,855,000 U.S. Bancorp Investments, Inc. 22,855,000 BNP Paribas Securities Corp. 12,570,000 Citizens Capital Markets, Inc. 12,570,000 Huntington Securities, Inc. 12,570,000 Loop Capital Markets LLC 12,570,000 Academy Securities, Inc. 6,290,000 Total $ 500,000,000 ANNEX I Issuer Free Writing Prospectuses Final Term Sheet dated May 18, 2022. Annex I, Page 1 ANNEX II Company Additional Written Communications None Annex II, Page 1 ANNEX III Company Additional Written Communications None
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Everest Re Group, Ltd. By: /s/ Xxxx Xxxxxxxxx By: Xxxx Xxxxxxxxx Title: Group CFO Accepted as of the date hereof: Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. LLC As Representatives and on behalf of the Underwriters Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Xxxxxxx Xxxxx & Co. LLC By: /s/ X. Xxxxx Xxxxx Name: X. Xxxxx Xxxxx Title: Managing Director SCHEDULE I Underwriter Total Number of Firm Securities to be Purchased Number of Optional Securities to be Purchased if Maximum Option Exercised Citigroup Global Markets Inc. 1,356,000 203,400 Xxxxxxx Xxxxx & Co. LLC 1,356,000 203,400 Barclays Capital Inc. 180,000 27,000 Xxxxx Fargo Securities, LLC 180,000 27,000 Academy Securities, Inc. 96,000 14,400 Nordea Bank Abp 96,000 14,400 Xxxxxxx Xxxxx & Associates, Inc. 96,000 14,400 HSBC Securities (USA) Inc. 72,000 10,800 KKR Capital Markets LLC 72,000 10,800 BNY Mellon Capital Markets, LLC 24,000 3,600 Commerz Markets LLC 24,000 3,600 Xxxxxxx & Partners Securities, LLC 24,000 3,600 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 24,000 3,600 Total: 3,600,000 540,000 SCHEDULE II
Examples of Special Resolution Regime in a sentence
In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
In the event that the Agent is a Covered Entity and the Agent or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
In the event that the Agent is a Covered Entity or the Agent or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
More Definitions of Special Resolution Regime
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with the Representatives’ understanding, the Representatives should please sign and return to us one for the Company and each of the Representatives plus one for each counsel and the Selling Stockholders’ counterparts hereof, and upon the acceptance hereof by the Representatives, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and the Selling Stockholders. It is understood that the Representatives’ acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholders for examination, upon request, but without warranty on the Representatives’ part as to the authority of the signers thereof. Very truly yours, Turing Holding Corp. By: Name: Title: Turing EquityCo II L.P. By: Turing GP Co. Limited, its general partner By: Name: Title: [•] By: Name: Title: Accepted as of the date hereof in New York, New York Xxxxxxx Xxxxx & Co. LLC By: Name: Title: Accepted as of the date hereof in New York, New York X.X. Xxxxxx Securities LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC BofA Securities, Inc. Citigroup Global Markets Inc. RBC Capital Markets, LLC HSBC Securities (USA) Inc. Xxxxx and Company, LLC Nomura Securities International, Inc. Xxxxx Xxxxxxx & Co. Xxxxxx X. Xxxxx & Co. Incorporated Wedbush Securities Inc. Xxxxxxx Xxxxx & Company, L.L.C. CastleOak Securities, X.X. Xxxxxxxx Financial Group, Inc. Xxxxxxx Xxxxxxxx Shank & Co., LLC Total SCHEDULE II Total Number of Firm Shares to be Sold Number of Optional Shares to be Sold if Maximum Option Exercised Turing EquityCo II L.P. Family Leisure Properties LLC The Wathington Trust Alexey Antonio Villas Boas Xxxxxx Xxxxxxxx Xxxxx X. Xxxxx Xxxx Xxxxxxxxx Rhode Xxxxxxx xx Xxxxx Paes Jr Xxxxxxxx Xxxxxxxxx Cintra Xxxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxxxx Xxx Xxx Xxxxxx Xxxx...
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, THE SOUTHERN COMPANY By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Assistant Treasurer CONFIRMED AND ACCEPTED, as of the date first above written XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX SECURITIES LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory SCHEDULE I Name of Underwriters Principal Amount of Series 2020C Junior Subordinated Notes Xxxxx Fargo Securities, LLC $142,500,000 BofA Securities, Inc. 142,500,000 X.X. Xxxxxx Securities LLC 142,500,000 Xxxxxx Xxxxxxx & Co. LLC 142,500,000 RBC Capital Markets, LLC 75,000,000 Xxxxxxx Xxxxx & Co. LLC 31,500,000 PNC Capital Markets LLC 31,500,000 U.S. Bancorp Investments, Inc. 31,500,000 Loop Capital Markets LLC 5,250,000 Xxxxxx X. Xxxxxxx & Company, Inc. 5,250,000 TOTAL: $750,000,000 SCHEDULE II PRICING DISCLOSURE PACKAGE
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please indicate your acceptance of this letter by signing in the space provided below, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Toast, Inc. By: Name: Title: Accepted as of the date hereof: Xxxxxxx Sachs & Co. LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: X.X. Xxxxxx Securities LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC KeyBanc Capital Markets Inc. Xxxxxxx Xxxxx & Company L.L.C. Xxxxx Xxxxxxx & Co. Canaccord Genuity LLC Xxxxxxx & Company, LLC X. Xxxxxxx & Co., LLC Total SCHEDULE II
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, ALTIMAR ACQUISITION CORP. II By: Name: Title: Accepted as of the date hereof: XXXXXXX SACHS & CO. LLC By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Units to be Purchased Units to be Purchased if Maximum Option Exercised Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Total 30,000,000 34,500,000 SCHEDULE II Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package: The initial public offering price per unit for the Units is $10.00. The number of Units purchased by the Underwriters is 30,000,000. The Underwriters have an option to purchase an additional 4,500,000 Units. SCHEDULE III SCHEDULE OF TESTING-THE-WATERS WRITINGS
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Portillo’s Parties. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Portillo’s Parties for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Xxxxxxxx’x Inc. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: CFO PHD Group Holdings, LLC By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: CFO [Signature Page to Underwriting Agreement] Accepted as of the date hereof: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Executive Director SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxx Xxxxxxx & Co. LLC 8,000,000 1,200,000 Total 8,000,000 1,200,000 SCHEDULE II
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company, Symbotic LLC and each of the Selling Securityholders. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, Symbotic LLC and the Selling Securityholders for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Symbotic Inc. Selling Securityholders: Xxxxxxx X. Xxxxx Revocable Trust By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. XxXxxxxx By: /s/ Xxxxxxx X. Xxxxx Title: Senior VP & General Counsel Name: Xxxxxxx X. Xxxxx Title: Trustee Symbotic Holdings LLC The RBC Millennium Trust By: Symbotic Inc., its Managing Member By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx Title: Trustee Name: Xxxxx X. XxXxxxxx Title: Senior VP & General Counsel By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Trustee The RBC 2021 4 Year GRAT By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Trustee RJJRP Holdings, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President Accepted as of the date hereof: Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Partner, Managing Director SCHEDULE I Underwriter Number of Firm Shares to be Purchased Maximum Number of Optional Shares Which May be Purchased Xxxxxxx Xxxxx & Co. LLC 10,000,000 1,500,000 Total 10,000,000 1,500,000 SCHEDULE II
Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Compass, Inc. By: Name: Title: Accepted as of the date hereof: Xxxxxxx Sachs & Co. LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. LLC [●] Total SCHEDULE II