Special Resolution Regime definition
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.
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 BofA SECURITIES, INC. By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Managing Director SCOTIA CAPITAL (USA) INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director & Head of U.S. Debt Origination ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President U.S. BANCORP INVESTMENTS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory As Representatives of the Several Underwriters named in Schedule I hereto BofA Securities, Inc. $52,800,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 52,800,000 RBC Capital Markets, LLC 52,800,000 Scotia Capital (USA) Inc. 52,800,000 U.S. Bancorp Investments, Inc. 52,800,000 BBVA Securities Inc. 26,000,000 Intesa Sanpaolo IMI Securities Corp. 26,000,000 Loop Capital Markets LLC 24,000,000 Huntington Securities, Inc. 16,000,000 Academy Securities, Inc. 8,000,000 ▇▇▇▇▇▇▇ Capital Markets LLC 8,000,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC 8,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Services, Inc. 8,000,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. 8,000,000 Independence Point Securities LLC 4,000,000
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 your understanding, please sign and return to us one for the Company and each of the Representatives plus one for each counsel and the Custodian 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 each of the Selling Stockholders. 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 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, By: Name: Title: The Selling Stockholders, acting severally 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 By: Name: Title: By: Name: Title: On behalf of each of the Underwriters ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC BofA Securities, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Barclays Capital Inc. Evercore Group L.L.C. TD Securities (USA) LLC Deutsche Bank Securities Inc. ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC Total The Company. The Selling Stockholder(s): [•] [•] [•] 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 any 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 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 us the enclosed duplicate hereof, whereupon it will become a binding agreement among Issuer, Japan and the several Underwriters in accordance with its terms. Very truly yours, JAPAN BANK FOR INTERNATIONAL COOPERATION JAPAN By By NOSE Nozomi ▇▇▇ ▇▇▇▇▇▇ Chief Representative in New York Duly Authorized Representative of Japan Representative Office in New York (Regional Headquarters for the Americas) The foregoing Underwriting Agreement is ▇▇▇▇▇▇ confirmed and accepted as of the date first above written. DAIWA CAPITAL MARKETS EUROPE LIMITED By Authorized Signatory BARCLAYS BANK PLC By Authorized Signatory CITIGROUP GLOBAL MARKETS LIMITED By Authorized Signatory NOMURA INTERNATIONAL PLC By Authorized Signatory Representative(s): Daiwa Capital Markets Europe Limited Barclays Bank PLC Citigroup Global Markets Limited Nomura International plc Title, Purchase Price and Description of Securities: Title: U.S.$1,000,000,000 4.375% Guaranteed Bonds Due January 24, 2031 (the “Securities”) Principal amount: U.S.$1,000,000,000 Purchase price (including accrued interest or amortization, if applicable): U.S.$991,420,000 Underwriting Discount:
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. This Terms Agreement supersedes all prior agreements and understandings (whether written or oral) between Brazil and the Underwriters, or any of them, with respect to the subject matter hereof. THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION OF THIS TERMS AGREEMENT BY BRAZIL SHALL BE GOVERNED BY THE LAW OF BRAZIL. This Terms Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of this Terms Agreement by one party to any other party may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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 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: ▇▇▇▇▇▇▇ Sachs & Co. LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: Name: Title: On behalf of each of the Underwriters ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 Evergy Missouri West, the Issuer and the several Underwriters. Very truly yours, EVERGY MISSOURI WEST, INC. By: Name: Title: EVERGY MISSOURI WEST STORM FUNDING I, LLC By: Name: Title: 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. CITIGROUP GLOBAL MARKETS INC. By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Underwriting Agreement dated [___] [●], 2024 Registration Statement Nos. 333-268913 and ▇▇▇-▇▇▇▇▇▇-▇▇ Representatives: Citigroup Global Markets Inc., [●] and [●] c/o Citigroup Global Markets Inc. Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 10013 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York, 10017 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title, Purchase Price and Description of Bonds: Title: Evergy Missouri West Storm Funding I, LLC Securitized Utility Tariff Bonds, Series 2024-A Tranche A-1 $[●] [●]% [●]% [●]% $[●] Total $[●] $[●] Original Issue Discount (if any): $[●] Redemption provisions: None Other provisions: None Closing Date, Time and Location: [___] [●], 2024, 10:00 a.m.; offices of Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and simultaneously in the offices of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP; ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Citigroup Global Markets Inc. $[●] ▇.▇. ▇▇▇▇▇▇ Securities 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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...
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 a counterpart signature page, 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: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Accepted as of the date hereof: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Joint US Head of Biopharmaceuticals By: /s/ ▇▇ ▇▇▇▇▇▇ Name: ▇▇ ▇▇▇▇▇▇ Title: Senior Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director On behalf of each of the Underwriters ▇▇▇▇▇▇▇▇▇ LLC 877,500 131,625 Evercore Group L.L.C. 630,000 94,500 Guggenheim Securities LLC 315,000 47,250 BMO Capital Markets Corp. 315,000 47,250 ▇▇▇▇▇▇▇ & Company, LLC 112,500 16,875 Total 2,250,000 337,500