Examples of U.S. 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 U.S. Special Resolution Regime

U.S. 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 Underwriters’ understanding of our agreement, kindly sign and return to one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, DIAMONDBACK ENERGY, INC. By: /s/ Xxxxxxx Xxxx Van’t Hof Name: Xxxxxxx Xxxx Van’t Hof Title: President and Chief Financial Officer DIAMONDBACK E&P LLC By: /s/ Xxxxxxx Xxxx Van’t Hof Name: Xxxxxxx Xxxx Van’t Hof Title: President and Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Director BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Acting on behalf of themselves and as Representatives of the several Underwriters Signature Page to Underwriting Agreement SCHEDULE A Underwriters Aggregate Principal Amount of 2027 Notes Aggregate Principal Amount of 2030 Notes Aggregate Principal Amount of 2034 Notes Aggregate Principal Amount of 2054 Notes Aggregate Principal Amount of 2064 Notes Citigroup Global Markets Inc. $297,500,000 $297,500,000 $455,000,000 $525,000,000 $350,000,000 BofA Securities, Inc. $78,625,000 $78,625,000 $120,250,000 $138,750,000 $92,500,000 TD Securities (USA) LLC $78,625,000 $78,625,000 $120,250,000 $138,750,000 $92,500,000 Xxxxxxx Xxxxx & Co. LLC $51,000,000 $51,000,000 $78,000,000 $90,000,000 $60,000,000 Xxxxxx Xxxxxxx & Co. LLC $51,000,000 $51,000,000 $78,000,000 $90,000,000 $60,000,000 Xxxxx Fargo Securities, LLC $51,000,000 $51,000,000 $78,000,000 $90,000,000 $60,000,000 Barclays Capital Inc. $27,625,000 $27,625,000 $42,250,000 $48,750,000 $32,500,000 BOK Financial Securities, Inc. $10,625,000 $10,625,000 $16,250,000 $18,750,000 $12,500,000 Capital One Securities, Inc. $27,625,000 $27,625,000 $42,250,000 $48,750,000 $32,500,000 Comerica Securities, Inc. $10,625,000 $10,625,000 $16,250,000 $18,750,000 $12,500,000 X.X. Xxxxxx Securities LLC $27,625,000 $27,625,000 $42,250,000 $48,750,000 $32,500,000 PNC Capital Markets LLC $27,625,000 $27,625...

U.S. Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and

U.S. 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. 40 If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms. Very truly yours, SC HEALTH CORPORATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Director [Signature Page to the Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director Acting on behalf of itself and as the Representative of the several Underwriters. [Signature Page to the Underwriting Agreement] SCHEDULE I Underwriter Number of Firm Securities Credit Suisse Securities (USA) LLC 14,550,000 I-Bankers Securities, Inc. 450,000 Total 15,000,000 Sch. I SCHEDULE II TIME OF DELIVERY INFORMATION SC Health Corporation priced 15,000,000 Units at $10.00 per Unit plus an additional 2,250,000 Units if the Underwriters exercise their over-allotment option in full. The underwriting discounts and commissions shall be $0.55 per Unit, including $0.35 per Unit in the aggregate payable to the Underwriters for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriters upon completion of the initial Business Combination in accordance with the Trust Agreement. The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Units will be issued pursuant to an effective registration statement that has been previously filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction. Copies of the prospectus related to t...

U.S. 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 between each Underwriter and the Company in accordance with its terms. Very truly yours, SOUTHWEST AIRLINES CO. By: /s/ Xxxxx Xxxxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxxxx Title: Senior Vice President Finance and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. LLC BOFA SECURITIES, INC. X.X. XXXXXX SECURITIES LLC As Representatives of the several Underwriters XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President BOFA SECURITIES, INC. By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director SCHEDULE I Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxxx & Co. LLC 10,774,831 BofA Securities, Inc. 10,774,831 X.X. Xxxxxx Securities LLC 10,774,831 BNP Paribas Securities Corp. 10,774,831 Citigroup Global Markets Inc. 10,774,831 Xxxxx Fargo Securities, LLC 6,261,050 Xxxxxxx Sachs & Co. LLC 4,659,386 Loop Capital Markets LLC 2,802,912 Comerica Securities, Inc. 946,437 Academy Securities, Inc. 291,212 Xxxxxxxx Capital, LLC 291,212 Evercore Group L.L.C. 291,212 Xxxxxxx Xxxxx & Associates, Inc. 291,212 Xxxxxxx Xxxxxxxx Shank & Co., LLC 291,212 Total: 70,000,000 Schedule I SCHEDULE II PRICING TERM SHEET Pricing Term Sheet April 28, 2020 Southwest Airlines Co. Concurrent Offerings of 70,000,000 shares of Common Stock, par value $1.00 per share (the “Common Stock Offering”) and $2,000,000,000 aggregate principal amount of 1.250% Convertible Senior Notes due 2025 (the “Convertible Notes Offering”)

U.S. 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 correctly sets forth the understanding between the Company and XX Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and XX Xxxxx. Very truly yours, XXXXX AND COMPANY, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first-above written: NAUTILUS BIOTECHNOLOGY, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer Signature Page to Sales Agreement SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: XX Xxxxx At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), and Xxxxx and Company, LLC (“XX Xxxxx”), dated February 28, 2024 (the “Agreement”), I hereby request on behalf of the Company that XX Xxxxx sell up to [●] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[●] per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. SCHEDULE 2 Notice Parties Company Xxxxx Xxxxx Chief Executive Officer Xxxx Xxxxx Chief Financial Officer CC: Xxxxxxx Xxxxxx General Counsel XX Xxxxx Xxxxxxx X. Xxxxxx Managing Director Xxxxxxx Xxxxxx Managing Director Xxxxxxx Xxxxxxx Vice President Xxxx Xxxxxx Analyst SCHEDULE 3 Compensation XX Xxxxx shall be paid compensation up to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. Exhibit 7(m) NAUTILUS BIOTECHNOLOGY, INC. OFFICER CERTIFICATE [●], 2024 The undersigned, the duly qualified and elected [●] of Nautilus Biotechnology, Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company (and not in the undersigned’s individual capacity), pursuant to Section 7(m) of the Sales Agreement, dated February 28, 2024 (the “Sales Agreement”), by and between the Company and Xxxxx and Company, LLC, that to the best of the knowledge of the undersigned:

U.S. Special Resolution Regime shall have the meaning set forth in Section 10.27 hereof.

U.S. Special Resolution Regime definition

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