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.
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 Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
U.S. Special Resolution Regime has the meaning assigned to it in Section 9.21.
Examples of U.S. Special Resolution Regime in a sentence
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 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 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 (as defined below) 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.
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 Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing correctly sets forth the understanding among the Company and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Underwriters, severally. Very truly yours, CIIG Capital Partners II, Inc. By: Name: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC BARCLAYS CAPITAL INC. By: UBS SECURITIES LLC By: Name: Title: By: Name: Title: BARCLAYS CAPITAL INC. By: Name: Title: SCHEDULE A Underwriter Number of Firm Units UBS SECURITIES LLC BARCLAYS CAPITAL INC. LIONTREE ADVISORS LLC [●] Total 22,500,000 SCHEDULE B Permitted Exempt Written Communications [●] Pricing Information Provided Orally by Underwriters Price per Unit to the public: $10.00 Number of Units Offered: 22,500,000 EXHIBIT A OFFICERS’ CERTIFICATE Each of the undersigned, Xxxxx Xxxxx, Co-Chief Executive Officer of CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Xxxxxxx Xxxxxxx, Co-Chief Executive Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(g) of that certain Underwriting Agreement dated [●], 2021 (the “Underwriting Agreement”) among the Company and, on behalf of the several Underwriters named therein, UBS Securities LLC and Barclays Capital Inc., that as of [●], 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 Dxxx-Fxxxx 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 five 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. Very truly yours, Gates Industrial Corporation plc By: /s/ Ixx Xxxxx Name: Ixx Xxxxx Title: Chief Executive Officer Accepted as of the date hereof Citigroup Global Markets Inc. Evercore Group L.L.C. CITIGROUP GLOBAL MARKETS INC. By: /s/ Exxx Xxxxxx Name: Exxx Xxxxxx Title: Director EVERCORE GROUP L.L.C. By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Senior Managing Director On behalf of each of the Underwriters Very truly yours, BLACKSTONE CAPITAL PARTNERS (CAYMAN) VI L.P By: Blackstone Management Associates (Cayman) VI L.P, its general partner By: BCP VI GP L.L.C., its general partner By: /s/ Nxxx X. Xxxxxxxx Name: Nxxx X. Xxxxxxxx Title: Senior Managing Director BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) VI – ESC L.P. By: BCP VI GP L.L.C., its general partner By: /s/ Nxxx X. Xxxxxxxx Name: Nxxx X. Xxxxxxxx Title: Senior Managing Director BLACKSTONE GTS CO-INVEST L.P. By: Blackstone Management Associates (Cayman) VI L.P, its general partner By: BCP VI GP L.L.C., its general partner By: /s/ Nxxx X. Xxxxxxxx Name: Nxxx X. Xxxxxxxx Title: Senior Managing Director BTO OMAHA HOLDINGS L.P. By: BTO Omaha Manager L.L.C, its general partner By: Blackstone Tactical Opportunities Management Associates (Cayman) L.P., its Managing Member By: BTO GP L.L.C., its general partner By: /s/ Vxxxx Xxxxx Name: Vxxxx Xxxxx Title: Senior Managing Director SCHEDULE I Selling Stockholders Total Number of Firm Shares to be Sold Number of Optional Shares to be Sold if Maximum Option Exercised Blackstone Capital Partners (Cayman) VI L.P. 10,118,485 1,517,7...
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 MS a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Fund and the Adviser in accordance with its terms. Very truly yours, THE GABELLI EQUITY TRUST INC. By: Name: Title: GABELLI FUNDS, LLC By: Name: Title: CONFIRMED AND ACCEPTED, As of the date first above written: By: XXXXXX XXXXXXX & CO. LLC By: Name: Title: For itself and as Representative of the other Underwriters named in Schedule A hereto. SCHEDULE A The Gabelli Equity Trust Inc. 5.00% Series K Cumulative Preferred Shares Name of Underwriter Number of Shares Xxxxxx Xxxxxxx & Co. LLC 1,860,000 UBS Securities LLC 1,860,000 G.research, LLC 280,000 Total 4,000,000 SCHEDULE B The purchase price to be paid by the Underwriters for the Shares shall be $24.2125 per Share. SCHEDULE C Number of Securities: 4,000,000 Dividend Rate (cumulative from December 16, 2019):5.00% Settlement Date: December 16, 2019 Underwriting Discount per share: $0.7875 Optional Redemption Date: On or after December 16, 2024 Net Proceeds: $96,850,000 CUSIP/ISIN: 362397 846/US3623978463 SCHEDULE D SCHEDULE X-0 00 XXXXXXXX X-0 35 SCHEDULE F-1 36 SCHEDULE F-2 37 SCHEDULE G THE GABELLI EQUITY TRUST INC. TREASURER’S CERTIFICATE December 10, 2019 I, Xxxx X. Xxxx, Treasurer of The Gabelli Equity Trust Inc. (the “Fund”) do hereby certify that I am the Treasurer and Principal Financial and Accounting Officer of the Fund. In that capacity, I have reviewed the Fund’s registration statement dated November 19, 2019 (the “Registration Statement”) and the preliminary prospectus dated December 10, 2019 (the “Preliminary Prospectus”), each relating to the offering of 4,000,000 of the Fund’s 5.00% Series K Cumulative Preferred Stock, liquidation preference $25.00 per share, par value $0.001 per share (the “Offering”). Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Fund’s financial and accounting matters, I do hereby certify to the Underwriters, to the best of my information, knowledge and belief, that:
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 shall have the meaning set forth in Section 10.27 hereof.