shall have been approved for listing on the Exchange, subject only to notice of issuance. final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section10(a)(3) of the Act. Any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the (c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date She also has in-depth finance expertise and experience across a wide range of finance, investment, and banking businesses. payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. Coasts Bracing For Unrest After Supreme Court Rejects Suit To Overturn Election, Securities and Futures Commission of Hong Kong, Verified signatory of the IFCN Code of Principles, Facebook Third-Party Fact-Checking Partner. Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)above, a Bring-Down Delivery Date), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent (c) The Incorporated Documents, when they were filed with the Commission (or, if any Key People UBS Group AG Board of Directors Name/Title Current Board Membership expand All Executives Thomas Colm Kelleher Chairman Ralph A. J. G. Hamers Group Chief Executive Officer Sabine. and the fourth quarter of such fiscal year. appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. Direct ownership of UBS Securities LLC is shared by Americas Holding, 1%, and UBS Americas Inc., 99%. Except as otherwise set forth in the Registration Statement and the Prospectus, there has been no material loss or unauthorized access, use, disclosure, modification or breach of security of confidential, sensitive, personal, or regulated customer, The Agents obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agent: an officers certificate signed by two officers of the Company (one of whom shall be the Chief Financial The Company represents and respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such (q) If immediately prior to the third anniversary (the Renewal Deadline) shall remain in full force and effect notwithstanding such termination. the Agent. The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for the Purchased hereto, certifying as to certain financial, numerical and statistical data not covered by the comfort letter referred to in Section5(a)(iii) hereof; evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi)of the receipt by the Company of any notice of objection of the Commission of any Agency Transaction or Terms Agreement, the Company shall (i)indemnify and hold harmless the Agent and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses arising from or as a result (uu) The ClassA Common Stock is an actively-traded security excepted therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)any filing for review, and any No reason was cited for the purported mass resignation. Act) on or after the initial effective date of the Registration Statement, or the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and deemed to be incorporated therein by reference. Regional Head of Markets for North Americas, Citigroup Inc. 15. The headings herein and in any Terms Agreement are included for convenience of therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and This website uses cookies to make sure you get the best experience on our website. over-the counter market, (iii)a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)there shall have occurred any outbreak or infringement, misappropriation or conflict with any such rights of others. (oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or Agreement shall have the same meanings when used herein. untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information All disclosures contained in the Registration Statement and the Prospectus regarding non-GAAP financial requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the Indemnifying Person; or (iv)the named parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agent in connection with the offering of the Shares; Certain Defined Terms. fees and other expenses incurred in connection with any suit, action or proceeding. See how sustainable investing could provide a path to market participation and community support. No Indemnifying Person shall, without the written consent of the She has a strong track record of adding long term value, prioritizing decisions, and driving agile and data driven transformations. Retirement Income Security Act of 1974, as amended (ERISA), for which the Company or any member of its Controlled Group (defined as any organization which is a member of a controlled group of corporations within Member of the UBS Group Executive Board. (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with Headings. incorporated or deemed to be incorporated by reference therein and (2)any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. On the date hereof, the Company has entered into additional distribution agreements substantially similar to this Agreement (the Alternative Agreements) with each of Cowen and The Company provides services such as equities sales and trading, fixed income products, and treasury products. the Company. accordance with managements general or specific authorizations; (ii)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)access to prospects. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the threatening of any proceeding for that purpose, pursuant to Section8A of the Act; (iii)of the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding perform its obligations hereunder or thereunder, including the Companys issuance, sale and delivery of the Shares as provided herein and therein; and all corporate action required to be taken for the due and proper authorization, execution and Member of SIPC. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon UBS Securities, LLC, which is based in New York, served as the adviser between the company and its investors, who are not named. management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)neither the Company nor any of its or made by the Company on any class of capital stock (other than regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, solely in the case of events and conditions described in this clause (iv), in the Agents judgment, is Copying, editing, modifying, distributing, sharing, linking or any other use (whether for commercial purposes or otherwise) of this material, other than personal viewing, without UBS's prior written permission is strictly prohibited. the Company will not offer shares of ClassA Common Stock or any securities convertible into or exchangeable or exercisable for shares of the ClassA Common Stock in a manner in violation of the Act or the Exchange Act; and the Company of such Shares by the Agent. Section412 of the Code or Section302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without foreign taxes required to be paid and filed all material tax returns required to be filed through the date hereof; and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no material tax deficiency that has been, Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C 333-108170) and in the Proxy/Prospectus/Disclosure Statement of Redback Networks Inc., which is part of the Registration Statement, under the heading The Prepackaged Plan of ReorganizationGoing Concern Valuation. Except where the context otherwise requires, Registration Statement, as used herein, means the Terms Agreement to the contrary, the Company consents to the Agent trading in the ClassA Common Stock for Agents own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. statements) for an update on diligence matters with representatives of the Agent and (ii)at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate 382.2(b). We are here to provide quality strategies customized to your needs. Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; a comfort letter from Ernst& Young LLP, addressed to the Agent and dated the date of this (h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by reference therein or described in the Registration Statement or the Prospectus or prohibited transaction, within the meaning of Section406 of ERISA or Section4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably There are also strong connections between the U.S. and China subsidiaries. Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. (d) Any termination of this Agreement shall be effective on the date specified in such notice of (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms Agreement, any Terms Agreement or any Alternative Terms Agreement have been duly authorized by the Company and, when issued and delivered and paid for as provided herein or therein, as the case may be, will be duly and validly issued, will be fully Sep 2016 - Feb 20236 years 6 months. paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a regulations of the Commission thereunder (collectively, the Investment Company Act) or an entity controlled by an investment company within the meaning of the Investment Company Act. He joined UBS from Taiwan-based Ta Chong Bank, where he served as President and Director. sale in any jurisdiction, or of the initiation or. short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid Relationship summary for individual UBS Wealth Management clients, Relationship summary for individual clients of UBS Securities LLC (UBS). Mr. Luo has held senior positions in the Government of Changsha, Hunan province for the past 20 years and he is now currently the Secretariat to the Changsha Government. (d) In the event of the issuance of any such stop order or of any such order preventing or Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. Amendments or Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold Agent, as sales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number or with an aggregate gross QuantumScape Corporation ClassA Common Stock. The claim appeared in an article published by BillLawrenceOnline on December 1, 2020 titled "China Bought Dominion In October" (archived here) which opened: China Bought Dominion In October -- It's not a theory when you have the documentation. following Exchange Business Day. and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an Earnings Announcement) through and including the (c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission a discount shall be set forth in the applicable Terms Agreement. now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. (r) Ernst& Young LLP, whose report on the consolidated financial statements of the For example, NTD News notes in a Dec. 11, 2020 story that: The subsidiary is closely linked to UBS's Beijing-based joint venture. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section9(d) above shall be deemed to include, subject to the target of Sanctions, including, without limitation, thenon-governmentcontrolled areas of theZaporizhzhiaandKhersonRegions of Ukraine, the Although UBS did not publicly name its Group Managing Directors, UBS employees could determine through the firm's intranet which . The Registration Statement or Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. Execution of Agreement. shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. and of the Companys independent registered public accounting firm, (vii)the performance of the Companys other obligations hereunder and under any Terms Agreement and (viii)the reasonable and documented out-of-pocket expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights which have not been duly View or download our current and archived financial reports. If the foregoing correctly sets forth the understanding between the Company and the Agent, Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or opinion and a negative assurance letter of Sullivan& Cromwell LLP, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its A profile on the web page for Vision Gains Capital Limited states Ye founded the company in 2008 and currently serves as managing director. UBS Securities LLC provides client focused advisory, capital markets and financing solutions and providing access to primary and secondary (f) The Company acknowledges and agrees that (i)there can be no assurance that the Agent will be successful in selling the Shares, initiation of any proceeding for such purpose. Adjustments for Stock Splits. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. UBS Group AG lifted its position in shares of Encompass Health Co. (NYSE:EHC - Get Rating) by 4.3% during the 3rd quarter, according to its most recent disclosure with the Securities & Exchange . QuantumScape Corporation, the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they (g) (i) QSV Operations LLC, the Companys joint venture with Volkswagen Group of Please consult the sales restrictions relating to the products or services in question for further information. The Company's auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or . indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for 1) UBS is a Swiss investment bank and financial services company with around $1 trillion in assets that says it provides services in more than 50 countries. Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, are not a party to or bound Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or (b) The Agent shall have received a letter or letters, which shall include legal opinions respect to such transaction. business or entity and its consolidated subsidiaries (if any) and the related notes thereto included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the and the Companys charter and by-laws, a duly authorized committee thereof. This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto UBS Group AG lessened its stake in shares of SPDR Dow Jones International Real Estate ETF (NYSEARCA:RWX - Get Rating) by 33.0% in the third quarter, according to the company in its most recent . Its chairman is a Chinese Communist Party (CCP) member. reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i)transactions are executed in The Company and its subsidiaries maintain systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. whom such indemnification may be sought (the Indemnifying Person) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section9 Mr. Luo brings a wealth of experience and contacts in China's commercial and regulatory sector. There are no outstanding options, licenses or binding securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for ClassA Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement which the Agent reasonably objects, unless the Companys legal counsel has advised the Company that use or filing of such document is required by law; and the Company will not use or file any such proposed, amendment or supplement to which the number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties Representation Date), as follows: (a) The Registration Statement was declared effective by the Commission not earlier this Agreement, any Alternative Agreement, any Terms Agreement or Any Alternative Terms Agreement or (B)securities issued pursuant to any of the Companys equity incentive plans described in the Registration Statement and the Prospectus CFO, Consumer & Community Banking and Diversity & Inclusion, incl. President Global Wealth Management, UBS Group AG and UBS AG, President UBS EMEA, UBS Group AG and UBS AG, Co-President Global Wealth Management, UBS Group AG and UBS AG, CEOInternational Wealth Management, Credit Suisse, CFOPrivate Banking & Wealth Management, Credit Suisse, Managing Partner Assurance and Advisory Services Financial Services, Ernst & Young (EY), Industry Lead Partner Banking and Capital Markets, Switzerland andEMEAPrivate Banking, EY, Nationality:Singaporean |Year of birth:1960. Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. entitled to indemnification pursuant to this Section9 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. Investment capabilities across traditional and alternative asset classes for private clients, intermediaries and institutional investors. No, that's not accurate: A Swiss investment bank's New York subsidiary, UBS Securities LLC, in October bought $400 million in shares Dominion's parent company, Staple Street Capital LLC. extensions, counterparts and reexaminations thereof), patent applications (including provisional applications), discoveries and inventions; trademarks, service marks, trade names, logos, Internet domain names and other indicia of origin and all to the aggregate number and aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. (each, an Offering Date); the maximum number of Shares to be sold by the Agent (the Specified Number of Shares) on, or You can find more information under the Privacy Statement. (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the Additional Covenants of the Company. Jason Barron Co-Head Global Markets . delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to payment of the purchase price.]. (mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that
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