Recognition of the U.S. Special Resolution Regimes Clause Example with 5 Variations from Business Contracts

Recognition of the U.S. Special Resolution Regimes. 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 th...e 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. For purposes of this Agreement, (A) "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) "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. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows] 27 28 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. EXCELFIN ACQUISITION CORP. By: /s/ Gavin Cuneo Logan Allin Name: Gavin Cuneo Logan Allin Title: Co-Chief Chief Executive Officer 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: /s/ Thomas Schadewald Pedro Bollmann Name: Thomas Schadewald Pedro Bollmann Title: Executive Director By: /s/ Tyler Nash Adam Kerbis Name: Tyler Nash Adam Kerbis Title: Associate Director BARCLAYS CAPITAL INC. By: /s/ Jamie Cohen Name: Jamie Cohen Title: Managing Director 28 SCHEDULE A Underwriter Number of Firm Units UBS SECURITIES LLC 12,500,000 BARCLAYS 15,000,000 EXOS SECURITIES LLC 4,000,000 KEYBANC CAPITAL MARKETS INC. 10,000,000 LIONTREE ADVISORS LLC 2,500,000 1,000,000 Total 25,000,000 29 20,000,000 SCHEDULE B Permitted Exempt Written Communications Pre-Marketing Investor Presentation, dated September 2021 Pricing Information Provided Orally by Underwriters Price per Unit to the public: $10.00 Number of Units Offered: 25,000,000 30 20,000,000 EXHIBIT A OFFICERS' CERTIFICATE Each of the undersigned, Gavin Cuneo, Co-Chief Logan Allin, Chief Executive Officer of CIIG Capital Partners II, Inc., ExcelFin Acquisition Corp., a Delaware corporation (the "Company"), and Michael Minnick, Co-Chief Executive Joe Ragan, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(g) of that certain Underwriting Agreement dated [●], October 20, 2021 (the "Underwriting Agreement") among the Company and, on behalf of the several Underwriters named therein, UBS Securities LLC and Barclays Capital Inc., LLC, that as of [●], October 25, 2021: 1. He has reviewed the Registration Statement, each Preliminary Prospectus and the Prospectus. View More

Recognition of the U.S. Special Resolution Regimes. 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 th...e 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. For purposes of this Agreement, (A) "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) "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. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows] 27 28 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. EXCELFIN ACQUISITION CORP. By: /s/ Gavin Cuneo Name: Gavin Cuneo Title: Co-Chief Executive Officer 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: /s/ Thomas Schadewald Name: Thomas Schadewald Title: Director By: /s/ Tyler Nash Name: Tyler Nash Title: Associate Director BARCLAYS CAPITAL INC. By: /s/ Jamie Cohen Name: Jamie Cohen Title: Managing Director 28 SCHEDULE A Underwriter Number of Firm Units UBS SECURITIES LLC 12,500,000 BARCLAYS EXOS SECURITIES LLC KEYBANC CAPITAL MARKETS INC. 10,000,000 LIONTREE ADVISORS LLC 2,500,000 Total 25,000,000 29 20,000,000 SCHEDULE B Permitted Exempt Written Communications Pre-Marketing Investor Presentation, dated September 2021 Pricing Information Provided Orally by Underwriters Price per Unit to the public: $10.00 Number of Units Offered: 25,000,000 30 20,000,000 EXHIBIT A OFFICERS' CERTIFICATE Each of the undersigned, Gavin Cuneo, Co-Chief Logan Allin, Chief Executive Officer of CIIG Capital Partners II, Inc., ExcelFin Acquisition Corp., a Delaware corporation (the "Company"), and Michael Minnick, Co-Chief Executive Joe Ragan, Chief Financial 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., LLC, that as of [●], 2021: 1. He has reviewed the Registration Statement, each Preliminary Prospectus and the Prospectus. View More

Recognition of the U.S. Special Resolution Regimes. 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 th...e 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. For purposes of this Agreement, (A) "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) "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. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows] 27 33 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: /s/ Gavin Cuneo Name: Gavin Cuneo Title: Co-Chief Executive Officer 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: /s/ Thomas Schadewald Name: Thomas Schadewald Title: Director By: /s/ Tyler Nash Name: Tyler Nash Title: Associate Director BARCLAYS CAPITAL INC. By: /s/ Jamie Cohen Name: Jamie Cohen Title: Managing Director 28 34 SCHEDULE A Underwriter Number of Firm Units UBS SECURITIES LLC 12,500,000 BARCLAYS CAPITAL INC. 10,000,000 LIONTREE ADVISORS LLC 2,500,000 [●] Total 25,000,000 29 22,500,000 35 SCHEDULE B Permitted Exempt Written Communications Pre-Marketing Presentation, dated September 2021 [●] Pricing Information Provided Orally by Underwriters Price per Unit to the public: $10.00 Number of Units Offered: 25,000,000 30 22,500,000 36 EXHIBIT A OFFICERS' CERTIFICATE Each of the undersigned, Gavin Cuneo, Co-Chief Executive Officer of CIIG Capital Partners II, Inc., a Delaware corporation (the "Company"), and Michael Minnick, 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: 1. He has reviewed the Registration Statement, each Preliminary Prospectus and the Prospectus. View More

Recognition of the U.S. Special Resolution Regimes. 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 th...e 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. For purposes of this Agreement, (A) "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) "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. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows] 27 34 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: /s/ Gavin Cuneo Name: Gavin Cuneo Title: Co-Chief Executive Officer 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: /s/ Thomas Schadewald Name: Thomas Schadewald Title: Director By: /s/ Tyler Nash Name: Tyler Nash Title: Associate Director BARCLAYS CAPITAL INC. By: /s/ Jamie Cohen Name: Jamie Cohen Title: Managing Director 28 35 SCHEDULE A Underwriter Number of Firm Units UBS SECURITIES LLC 12,500,000 BARCLAYS CAPITAL INC. 10,000,000 LIONTREE ADVISORS LLC 2,500,000 [●] Total 25,000,000 29 22,500,000 36 SCHEDULE B Permitted Exempt Written Communications Pre-Marketing Presentation, dated September 2021 [●] Pricing Information Provided Orally by Underwriters Price per Unit to the public: $10.00 Number of Units Offered: 25,000,000 30 22,500,000 37 EXHIBIT A OFFICERS' CERTIFICATE Each of the undersigned, Gavin Cuneo, Co-Chief Executive Officer of CIIG Capital Partners II, Inc., a Delaware corporation (the "Company"), and Michael Minnick, 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: 1. He has reviewed the Registration Statement, each Preliminary Prospectus and the Prospectus. View More

Recognition of the U.S. Special Resolution Regimes. 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 th...e 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. For purposes of this Agreement, (A) "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) "Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) "Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) "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. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows] 27 35 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: /s/ Gavin Cuneo Name: Gavin Cuneo Title: Co-Chief Executive Officer 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: /s/ Thomas Schadewald Name: Thomas Schadewald Title: Director By: /s/ Tyler Nash Name: Tyler Nash Title: Associate Director BARCLAYS CAPITAL INC. By: /s/ Jamie Cohen Name: Jamie Cohen Title: Managing Director 28 36 SCHEDULE A Underwriter Number of Firm Units UBS SECURITIES LLC 12,500,000 BARCLAYS CAPITAL INC. 10,000,000 LIONTREE ADVISORS LLC 2,500,000 [●] [●] Total 25,000,000 29 30,000,000 37 SCHEDULE B Permitted Exempt Written Communications Pre-Marketing Presentation, dated September 2021 [●] Pricing Information Provided Orally by Underwriters Price per Unit to the public: $10.00 Number of Units Offered: 25,000,000 30 30,000,000 38 EXHIBIT A OFFICERS' CERTIFICATE Each of the undersigned, Gavin Cuneo, Co-Chief Executive Officer of CIIG Capital Partners II, Inc., a Delaware corporation (the "Company"), and Michael Minnick, 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: 1. He has reviewed the Registration Statement, each Preliminary Prospectus and the Prospectus. View More