Applicable Law Contract Clauses (6,359)

Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its choice of law rules. [SIGNATURES ON FOLLOWING PAGE; REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS A PART OF THIS COMPANY'S CONFID...ENTIAL TREATMENT REQUEST. View More

Applicable Law. This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware without giving effect to any provisions thereof relating to conflict of laws.

Applicable Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York without reference to choice of law principles thereof.

Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and in accordance with and subject to any applicable federal laws to which the Bank may be subject as an FDIC insured institution. In addition to the foregoing: (a) In no event shall the Bank be obligated to make any payment pursuant to this Agreement that is prohibited by Section 18(k) of the Federal Deposit Insurance Act (co...dified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law. (b) In no event shall the Bank be obligated to make any payment pursuant to this Agreement if: (i) the Bank is in default as defined in Section 3(x) (12 U.S.C. sec. 1813(x)(1)) of the Federal Deposit Insurance Act, as amended; or (ii) the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) (12 U.S.C. sec. 1823(c)) of the Federal Deposit Insurance Act, as amended. View More

Applicable Law. Except to the extent preempted by federal law, the laws of the Commonwealth of Pennsylvania shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.

Applicable Law. The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the Transaction Documents shall govern the construction of this Agreement and the rights and remedies of the parties hereto.

Applicable Law. This Subscription Agreement will be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal suit, action or proceeding arising out of or relating to this Subscription Agreement will be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York..., (2) waive any objection which the parties may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. View More

Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relat...ing to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. 21 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 several Underwriters in accordance with its terms. Very truly yours, SYNERGY RESOURCES CORPORATION By: /s/ Lynn A. Peterson Name: Lynn A. Peterson Title: Chief Executive Officer 22 The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Ricardo Concha Name: Ricardo Concha Title: Director Acting on behalf of itself and as the Representative of the several Underwriters. 23 SCHEDULE A Underwriter Number of Firm Securities Credit Suisse Securities (USA) LLC 8,400,000 Citigroup Global Markets Inc. 1,890,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 1,890,000 KeyBanc Capital Markets Inc. 560,000 SunTrust Robinson Humphrey, Inc. 560,000 Johnson Rice & Company L.L.C. 350,000 Seaport Global Securities LLC 350,000 Total 14,000,000 EX-1.1 2 a16-2623_3ex1d1.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION SYNERGY RESOURCES CORPORATION 14,000,000 Shares of Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT January 21, 2016 CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the Several Underwriters, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. Synergy Resources Corporation, a Colorado corporation ("Company"), agrees with the several Underwriters named in Schedule A hereto ("Underwriters") to issue and sell to the several Underwriters 14,000,000 shares ("Firm Securities") of its common stock, par value $0.001 per share ("Securities"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,100,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". View More

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles thereof relating to the conflict of laws.

Applicable Law. This Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would results in the application of any other law than the laws of the State of New York. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Souther...n District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts. View More