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, 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 BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx XxxXxxxxx Name: Xxxxxxx XxxXxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory BofA SECURITIES, INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx 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 Xxxxx 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 Xxxxxxx Capital Markets LLC 11,250,000 Loop Capital Markets LLC 11,250,000 Penserra Securities LLC 11,250,000 Xxxxxx X. Xxxxxxx & 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 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 seven executed facsimiles or executed scanned copies of this Agreement, 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 and each of the Selling Stockholders. 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 and the Selling Stockholders for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Stockholder represents by so doing that he has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and binding Power-of-Attorney that authorizes such Attorney-in-Fact to take such action. Very truly yours, Vital Farms, Inc. By: Name: Title: [●] By: Name: Title: 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: Xxxxxxx Sachs & Co. LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: On behalf of each of the Underwriters Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. LLC Credit Suisse Securities (USA) LLC Xxxxxxxxx LLC BMO Capital Markets Corp. Xxxxxx, Xxxxxxxx & Company, Incorporated Total The Company The Selling Stockholder(s): [●](a) [●](b) [●](c) [●](d) [●](e) 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.
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 Underwriters 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 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 Representative 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, By: Name: Title: Accepted as of the date hereof: By: Name: Title: On behalf of each of the Underwriters Xxxxxxx Sachs & Co. LLC Odeon Capital Group, LLC Total
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 Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. LLC [●] Total
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 Representative 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, dMY Technology Group, Inc. VI By: /s/ Xxxxxxx xx Xxxx Name: Xxxxxxx xx Xxxx Title: Chief Executive Officer Accepted as of the date hereof: By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Managing Director On behalf of each of the Underwriters Xxxxxxx Xxxxx & Co. LLC 19,950,000 2,992,500 Xxxxxxx & Company, LLC(1) 1,050,000 157,500 Total 21,000,000 3,150,000
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. [Signature Page Follows] If the foregoing is in accordance with the Representatives’ 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 the Representatives, 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 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 for examination upon request, but without warranty on the Representatives’ part as to the authority of the signers thereof. Very truly yours, Recursion Pharmaceuticals, Inc. By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Chief Executive Officer Accepted as of the date hereof: Xxxxxxx Xxxxx & Co. LLC By: s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director, Head of Healthcare ECM X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director, Head of Healthcare ECM On behalf of each of the Underwriters [Signature Page to Underwriting Agreement] Xxxxxxx Xxxxx & Co. LLC 10,256,410 1,538,462 X.X. Xxxxxx Securities LLC 10,256,410 1,538,461 Xxxxx & Company LLC 10,256,410 1,538,461
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, 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 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 By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Trustee By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Partner, Managing Director Xxxxxxx Xxxxx & Co. LLC 10,000,000 1,500,000 Total 10,000,000 1,500,000
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: Name: Title: PHD Group Holdings, LLC By: Name: Title: Accepted as of the date hereof: Xxxxxxxxx LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: BofA Securities, Inc. By: Name: Title: Xxxxx Xxxxxxx & Co. By: Name: Title: On behalf of each of the Underwriters Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxxxxx LLC [●] [●] Xxxxxx Xxxxxxx & Co. LLC [●] [●] BofA Securities, Inc. [●] [●] Xxxxx Xxxxxxx & Co. [●] [●] Xxxxxx X. Xxxxx & Co. Incorporated [●] [●] UBS Securities LLC [●] [●] Xxxxxxx Xxxxx & Company, L.L.C. [●] [●] Guggenheim Securities, LLC [●] [●] Xxxxxx, Xxxxxxxx & Company, Incorporated [●] [●] Loop Capital Markets LLC [●] [●] Xxxxxx X. Xxxxxxx & Company, Inc. [●] [●] Total [●] [●]
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 us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among PG&E, the Issuer and the several Underwriters. Very truly yours, PACIFIC GAS AND ELECTRIC COMPANY By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President and Treasurer PG&E RECOVERY FUNDING LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Manager, Treasurer and Secretary The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the Underwriters as of the date specified in Schedule I hereto. XXXXXXX SACHS & CO. LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director Underwriting Agreement dated November 4, 2021 Registration Statement Nos. 333-256944 and 000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC and Citigroup Global Markets Inc. c/o Goldman Sachs & Co. LLC Address: 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx c/o Citigroup Global Markets Inc. Address: 000 Xxxxxxxxx Xxxxxx, Trading Tower, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx Title, Purchase Price and Description of Bonds: Title: PG&E Recovery Funding LLC Senior Secured Recovery Bonds, Series 2021-A Per Tranche A-1 Bond $ 266,127,000 1.460 % 99.99876 % 0.40 % $ 265,059,192 Per Tranche A-2 Bond $ 160,309,000 2.280 % 99.99698 % 0.40 % $ 159,662,923 Per Tranche A-3 Bond $ 433,963,000 2.822 % 99.99540 % 0.40 % $ 432,207,186 Total $ 860,399,000 $ 856,929,300 Original Issue Discount (if any): $28,103.60 Redemption provisions: None Other provisions: None Closing Date, Time and Location: November 12, 2021, 10:00 a.m.; offices of Hunton Xxxxxxx Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and simultaneously in the offices of Norton Xxxx Xxxxxxxxx US LLP; 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Underwriter Tranche X-0 Xxxxxxx X-0 Xxxxxxx X-0 Total Xxxxxxx Sachs & Co. LLC $ 119,758,000 $ 72,140,000 $ 195,284,000 $ 387,182,000 Citigroup Global Markets Inc. 93,145,000 56,109,000 151,887,000 301,141,000 Barclays...