Special Resolution Regime definition

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Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Assistant Treasurer CONFIRMED AND ACCEPTED, as of the date first above written BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory BofA SECURITIES, INC. By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Managing Director U.S. BANCORP INVESTMENTS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto Barclays Capital Inc. $78,750,000 BofA Securities, Inc. 78,750,000 MUFG Securities Americas Inc. 78,750,000 RBC Capital Markets, LLC 78,750,000 U.S. Bancorp Investments, Inc. 78,750,000 ▇▇▇▇▇ Fargo Securities, LLC 78,750,000 BBVA Securities Inc. 33,750,000 CIBC World Markets Corp. 33,750,000 Intesa Sanpaolo S.p.A. 33,750,000 Regions Securities LLC 33,750,000 SMBC Nikko Securities America, Inc. 33,750,000 TD Securities (USA) LLC 33,750,000 Huntington Securities, Inc. 30,000,000 ▇▇▇▇▇▇▇ Capital Markets LLC 11,250,000 Loop Capital Markets LLC 11,250,000 Penserra Securities LLC 11,250,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. 11,250,000

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with the Representatives’ understanding, please sign and return to us 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 each of 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, Root, Inc. By: Name: Title: The Selling Stockholders By: Name: Title: Attorney-in-Fact As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule II to this Agreement Accepted as of the date hereof: On behalf of each of the Underwriters ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Barclays Capital Inc. ▇▇▇▇▇ Fargo Securities, LLC Deutsche Bank Securities Inc. Truist Securities, Inc. Citigroup Global Markets, LLC Credit Suisse Securities (USA) LLC Evercore Group L.L.C. UBS Securities LLC Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. JMP Securities LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shank & Co., LLC Huntington Securities, Inc. Total SVB Financial Group (a) Capital Partners III, LP (b) Venture Overage Fund, LP (c) DRD Contact, LLC (d) Total

Examples of Special Resolution Regime in a sentence

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.
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.

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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Agreement and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and the Selling Stockholder. It is understood that your acceptance of this Agreement 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 Stockholder for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: CEO By: /s/ ▇▇▇▇▇▇▇ SRL Name: ▇▇▇▇▇▇▇ ▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director [Signature Page to Underwriting Agreement] Accepted as of the date hereof: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice Chairman By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director, Equity Capital Markets BofA Securities, Inc. 1,231,863 184,779 Evercore Group L.L.C. 1,077,880 161,682 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC 903,367 135,505 ▇▇▇▇▇▇▇▇▇ LLC 672,392 100,859 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 672,392 100,859 ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 221,053 33,158 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. 221,053 33,158 Total 5,000,000 750,000 The Selling Stockholder: Verlinvest Beverages SA(a) 5,000,000 750,000 Total. 5,000,000 750,000 (a) Jurisdiction of Organization: Belgium Address: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 18, 1050 Brussels, Belgium Counsel: Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP and Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP Name and Address of authorized agent for service of process: Verlinvest USA, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇. South, Suite 2005, New York, NY 10003, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. The principal amount of Offered Securities to be purchased by the Underwriters is set forth in Schedule A hereto, which is incorporated by reference as if set forth herein. The provisions of the Underwriting Agreement, as herein amended and modified, are incorporated herein by reference. In addition, the Republic hereby acknowledges and agrees that (i) the Underwriters are acting solely in the capacity of arm’s length contractual counterparty to the Republic in connection with the purchase and sale of the Offered Securities, including the determination of the offering price and the underwriting discount, and not as financial advisor or fiduciary to, or agents of, the Republic or any other person, (ii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Republic with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or is currently advising the Republic on other matters) or any other obligation to the Republic except the obligations expressly set forth in this Terms Agreement and the Underwriting Agreement and (iii) the Republic has consulted its own legal and financial advisors to the extent it deemed appropriate and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein. The Republic agrees that it will not claim that the Underwriters have rendered advisory services of any nature or in any respect, or owe a fiduciary or similar duty to the Republic, in connection with such transaction or the process leading thereto. Reference to the “Prospectus”, or to any amendment thereof or supplement thereto, in Section 7 of the Underwriting Agreement shall also be deemed to refer to the Time of Sale Information and any Issuer Free Writing Prospectus. For purposes of Section 7 of the Underwriting Agreement, paragraph (1) of the representations and warranties of the Republic set forth above under “Additional Representations and Warranties of the Republic,” paragraph (3) of the representations and warranties of the Republic set forth above under “Free Writing Prospectuses” and paragraph (4) under “Additional Conditions to the Obligations of the Underwriters” above, the onl...

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