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 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 (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 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 Underwriter in accordance with its terms. Very truly yours, Science Strategic Acquisition Corp. Alpha By: /s/ Txxxxx Xxxx Name: Txxxxx Xxxx Title: Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director Acting on behalf of itself and as the Representative of the Underwriter. [Signature Page to the Underwriting Agreement] SCHEDULE I Underwriter Number of Firm Securities Credit Suisse Securities (USA) LLC 27,000,000 SCHEDULE II TIME OF DELIVERY INFORMATION Science Strategic Acquisition Corp. Alpha priced 27,000,000 Units at $10.00 per Unit plus an additional 4,050,000 Units if the Underwriter exercises its 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 Underwriter for deferred underwriting commissions to be placed into the Trust Account and released to the Underwriter upon completion of the initial Business Combination in accordance with the Trust Agreement. 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 Credit Suisse Pxxxxxxxxx Xxxxxxxxxx, Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000; tel: 1-000-000-0000, e-mail: uxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx. SCHEDULE III SCHEDULE OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent su...

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 four 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, the Adviser and the Administrator. 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, the Adviser or the Administrator for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, New Mountain Finance Corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Compliance Officer and Corporate Secretary New Mountain Finance Advisers BDC, L.L.C. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Person New Mountain Finance Administration, L.L.C. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Person [Signature Page to Underwriting Agreement (Company)] Accepted as of the date hereof: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director As Representatives of the several Underwriters named in Schedule I hereto SCHEDULE I Number of Optional Shares to be Purchased Total Number of if Maximum Firm Shares to be Option Underwriter Purchased Exercised Xxxxx Fargo Securities, LLC 1,680,000 252,000 Xxxxxx Xxxxxxx & Co. LLC 1,680,000 252,000 Xxxxxxx Sachs & Co. LLC 720,000 108,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 720,000 108,000 UBS Securities LLC 570,000 85,500 Deutsche Bank Securities Inc. 390,000 58,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC 120,000 18,000 Xxxxxxxxxxx & Co. Inc. 120,000 18,000 Total 6,000,000 900,000 SCHEDULE II

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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