Examples of U.S. Special Resolution Regime in a sentence

In the event one or more of the Covered Parties or any Covered Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights with respect to any Relevant Agreement against the Covered Party or Relevant Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Relevant 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.
In the event that any party that is a Covered Entity or a BHC Act Affiliate (as defined below) of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) against such party with respect to this Agreement 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 party that is a Covered Person or a BHC Act Affiliate of such party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights against such party with respect to this Agreement 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

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 undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and each of the Underwriters. Very truly yours, BMO COMMERCIAL MORTGAGE SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Chief Executive Officer BMO 2024-5C4 – Underwriting Agreement Accepted as of the date hereof: BMO CAPITAL MARKETS CORP., as Underwriter By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director BMO 2024-5C4 – Underwriting Agreement CITIGROUP GLOBAL MARKETS INC., as Underwriter By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director BMO 2024-5C4 – Underwriting Agreement DEUTSCHE BANK SECURITIES INC., as Underwriter By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxxxxx-Xxxxxxxxxxx Xxxxx Title: Managing Director BMO 2024-5C4 – Underwriting Agreement XXXXXXX XXXXX & CO. LLC, as Underwriter By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director BMO 2024-5C4 – Underwriting Agreement UBS SECURITIES LLC, as Underwriter By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director BMO 2024-5C4 – Underwriting Agreement XXXXX FARGO SECURITIES, LLC, as Underwriter By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director ACADEMY SECURITIES, INC., as Underwriter By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Compliance Officer BMO 2024-5C4 – Underwriting Agreement XXXXXXXX CAPITAL, LLC, as Underwriter By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President BMO 2024-5C4 – Underwriting Agreement XXXXXX XXXXXXXX, LLC, as Underwriter By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP of Securitized Products BMO 2024-5C4 – Underwriting Agreement SCHEDULE I Class of Certificates Approximate Initial Certificate Balance (or Notional Amount) Approximate Initial Pass-Through Rate Class A-1 $5,330,000 6.0171% Class A-2 $103,040,000 6.0450% Class A-3 $495,689,000 6.5262% Class X-A $604,059,000 (1) 0.8142% Class X-B $181,217,000 (1) 0.2262% Class A-S $105,710,000 6.8660% Class B $44,226,000 7.2538% Class C $31,281,000 7.2538%

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 Dxxx-Fxxxx 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 it will become a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, Aries I Acquisition Corporation By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Wxxxx Fargo Securities, LLC By: Name: Title: SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Wxxxx Fargo Securities, LLC 8,437,500 Kingswood Capital Markets, division of Benchmark Investments, Inc. 4,062,500 Total 12,500,000 SCHEDULE II TIME OF DELIVERY INFORMATION [Aries I Acquisition Corporation priced 12,500,000 units at $10.00 per unit plus an additional 1,875,000 units if the underwriters exercise their over-allotment option in full. 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 this offering may be obtained from Wxxxx Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at (000) 000-0000 or email a request to cxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.] SCHEDULE III SCHEDULE OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS Aries I Acquisition Corporation, Investor Presentation, dated March 2021.

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 Underwriting Agreement, along with all counterparts, will become a binding agreement between the Representatives and the Company in accordance with its terms. Very truly yours, TELEPHONE AND DATA SYSTEMS, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ XxXxx X. Xxxxxxx, Xx. Name: XxXxx X. Xxxxxxx, Xx. Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED as of the date first above written: BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. XXXXXX XXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC UBS SECURITIES LLC XXXXX FARGO SECURITIES, LLC As Representatives of the Several Underwriters Referred to Below BY: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and the other named Underwriters Exhibit A TELEPHONE AND DATA SYSTEMS, INC. (a Delaware corporation) Preferred Stock Represented by Depositary Shares TERMS AGREEMENT February 23, 2021 To: Telephone and Data Systems, Inc. 00 X. XxXxxxx, Suite 4000 Chicago, Illinois 60602 Ladies and Gentlemen: We understand that Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell an aggregate of 16,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th ownership interest in a share of the Company’s 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, with a liquidation preference of $25,000 per share (equivalent to $25.00 per Depositary Share) (the “Preferred Stock” and, together with the Depositary Shares, the “Securities”) (such securities also being hereinafter referred to as the “Initial Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the number of Initial Underwritten Securities opposite our respective names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent an...

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, 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, OneWater LLC and Opco. 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, OneWater LLC and Opco for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, OneWater Marine Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer One Water Marine Holdings, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer One Water Assets & Operations, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer Accepted as of the date hereof: Xxxxxxx Xxxxx & Associates, Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director Xxxxxx X. Xxxxx & Co. Incorporated By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SunTrust Xxxxxxxx Xxxxxxxx, Inc. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director On behalf of each of the Underwriters named in Schedule I to this Agreement SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxxx Xxxxx & Associates, Inc. 2,076,923 311,538 Xxxxxx X. Xxxxx & Co. Incorporated 1,269,231 190,385 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 1,269,231 190,385 Total 4,615,385 692,308 SCHEDULE II Parties to Lock-Up Agreements

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 definition

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