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, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms Very truly yours, CYTOMX THERAPEUTICS, INC. By: /s/ Sxxx X. XxXxxxxx Name: Sxxx X. XxXxxxxx, D. Pxxx. Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted by the Agent in New York, New York as of the date first above written. JXXXXXXXX LLC By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A ISSUANCE NOTICE _____________, 20__ Jefferies LLC 500 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: __________ Reference is made to the Open Market Sale Agreement between CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), and Jxxxxxxxx LLC (the “Agent”) dated as of February 27, 2020. The Company confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof. Date of Delivery of Issuance Notice (determined pursuant to ‎Section 3(b)(i)): _______________________ Issuance Amount (equal to the total Sales Price for such Shares): $ Number of days in selling period: First date of selling period: Last date of selling period: Settlement Date(s) if other than standard T+2 settlement: Floor Price Limitation (in no event less than $1.00 without the prior written consent of the Agent, which consent may be withheld in the Agent’s sole discretion): $ ____ per share Comments: ______________________ By: Name: Title: Schedule A Notice Parties The Company Sxxx XxXxxxxx sxxx@xxxxxx.xxx (000) 000 0000 The Agent Mxxxxxx Xxxxxxx mxxxxxxx@xxxxxxxxx.xxx (000) 000-0000 Dxxxxx Xxxxxxx dxxxxxxx@xxxxxxxxx.xxx (000) 000-0000 EXHIBIT B OFFICER’S CERTIFICATE _____________, 20__ Reference is made to that certain Sale Agreement, dated as of February 27, 2020 (the “Agreement”), by and between CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), and Jxxxxxxxx LLC. Capitalized terms used without definition herein shall have the meanings assigned thereto in the Agreement. The undersigned, being the _________ of the Company, hereby certifies on behalf of the Company and not in a pe...

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, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company, the Guarantors and the several Purchasers in accordance with its terms. Very truly yours, CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury SABINE PASS LNG-GP, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury SABINE PASS TUG SERVICES, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury The foregoing Purchase Agreement is xxxxxx confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC for itself and as Representative of the several Purchasers /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Director SCHEDULE A Initial Purchasers Purchaser Principal Amount of Securities Xxxxxx Xxxxxxx & Co. LLC 13,407,000 CIBC World Markets Corp. 72,558,000 Credit Agricole Securities (USA) Inc. 21,856,000 Natixis Securities Americas LLC 72,558,000 RBC Capital Markets, LLC 21,856,000 Xxxxx Fargo Securities, LLC 72,558,000 BBVA Securities Inc. 72,558,000 BofA Securities, Inc. 21,856,000 Citigroup Global Markets Inc. 72,558,000 DBS Bank Ltd. 21,856,000 Xxxxxxx Xxxxx & Co. LLC 21,856,000 HSBC Securities (USA) Inc. 72,558,000 ICBC Standard Bank Plc 72,558,000 ING Financial Markets LLC 72,558,000 Intesa Sanpaolo S.p.A. 72,558,000 X.X. Xxxxxx Securities LLC 21,856,000 Loop Capital Markets LLC 72,558,000 Mizuho Securities USA LLC 72,558,000 MUFG Securities Americas Inc. 94,529,00...

Examples of Special Resolution Regime in a sentence

In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser 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 Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Initial Purchaser 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.

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 counterpart 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 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. Very truly yours, PERMIAN RESOURCES CORPORATION By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer Very truly yours, SILVER RUN SPONSOR, LLC By: Silver Run Sponsor Manager, LLC, its managing member By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Person RIVERSTONE VI CENTENNIAL QB HOLDINGS, L.P. By: Riverstone Energy Partners VI, L.P., its general partner By: Riverstone Energy GP VI, LLC, its general partner By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director RIVERSTONE NON-ECI USRPI AIV, L.P. By: Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx [Signature Page to Underwriting Agreement] NGP XI US HOLDINGS, L.P. By: NGP XI US Holdings GP, L.L.C., its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Person NGP PEARL HOLDINGS II, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person LUXE ENERGY, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person [Signature Page to Underwriting Agreement] ENCAP ENERGY CAPITAL FUND VIII, L.P. By: EnCap Equity Fund VIII GP, L.P., its general partner By: EnCap Investments L.P., its general partner By: EnCap Investments GP, L.L.C., its general partner By: /s/ Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Managing Director BOLD ENERGY HOLDINGS, LLC By: EnCap Energy Capital Fund IX, L.P., its sole member By: EnCap Equity Fund IX GP, L.P., its general partner By: EnCa...

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 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, Leslie’s, Inc. By: Name: Title: [Signature Page to Underwriting Agreement] The Selling Stockholders Bubbles Investor Aggregator, L.P. By: C8 Management, L.L.C. Its: General Partner By: Name: Title: Explorer Investment Pte Ltd. By: Name: Title: Leslie’s Inc. F/B/O/ Shareworks By: Name: Title: [Signature Page to Underwriting Agreement] The Selling Stockholders not listed above By: Name: Xxxxxx X. Xxxxxxx As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule II to this Agreement other than Bubbles Investor Aggregator, L.P., Explorer Investment Pte. Ltd. and Leslie’s Inc. F/B/O Shareworks. and By: Name: Xxxx X. Xxxxxxx As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule II to this Agreement other than Bubbles Investor Aggregator, L.P., Explorer Investment Pte. Ltd. and Leslie’s Inc. F/B/O Shareworks. [Signature Page to Underwriting Agreement] Accepted as of the date hereof Xxxxxxx Xxxxx & Co. LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: BofA Securities, Inc. By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Number of Optional Shares to be Total Number of Purchased if Firm Shares Maximum Option Underwriter to ...

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 and to the Guarantor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Guarantor in accordance with its terms. Very truly yours, SOUTHERN COMPANY GAS CAPITAL CORPORATION By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Treasurer SOUTHERN COMPANY GAS By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Assistant Treasurer CONFIRMED AND ACCEPTED, as of the date first above written BofA SECURITIES, INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Name of Underwriters Principal Amount of Securities BofA Securities, Inc. $80,000,000 Citigroup Global Markets Inc. 80,000,000 MUFG Securities Americas Inc. 80,000,000 Scotia Capital (USA) Inc. 80,000,000 BMO Capital Markets Corp. 40,000,000 Santander US Capital Markets LLC 40,000,000 SMBC Nikko Securities America, Inc. 40,000,000 FHN Financial Securities Corp. 15,000,000 Loop Capital Markets LLC 15,000,000 Xxxxxxx Capital Markets LLC 10,000,000 X.X. Xxxx & Associates, Inc. 10,000,000 Xxxxxx X. Xxxxxxx & Company, Inc. 10,000,000 TOTAL: $500,000,000 Schedule I-1 SCHEDULE II-A PRICING DISCLOSURE PACKAGE

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, Symbotic Inc. Selling Securityholders: Xxxxxxx X. Xxxxx Revocable Trust 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 Symbotic Holdings LLC The RBC Millennium Trust 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 The RBC 2021 4 Year GRAT By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Trustee RJJRP Holdings, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President Accepted as of the date hereof: Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Partner, Managing Director SCHEDULE I Underwriter Number of Firm Shares to be Purchased Maximum Number of Optional Shares Which May be Purchased Xxxxxxx Xxxxx & Co. LLC 10,000,000 1,500,000 Total 10,000,000 1,500,000 SCHEDULE II

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