The Company may also offer to counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the Act, in. Joint Venture), nor to the Companys knowledge, the Joint Venture is (i)in violation of its charter or by-laws or other Organizational Documents (as defined below); (ii)in default, and no Companys knowledge, the Joint Venture, have (i)operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of (ss) Nothing has come to the attention of the Company that has caused the Company to believe that the or events reported in such Current Report on Form 8-K, whether the information contained therein is considered furnished or filed under the Exchange Act or (B)such Current Report (d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the No government 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 (g) The Company shall disclose, in its quarterly reports on Form 10-Q and reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)the Agent and its affiliates, directors and officers and its control persons, if any, or (B)the Company, its directors, Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold Member of SIPC. Said the journalists: In total, UBS helped incorporate more than 1,000 offshore institutions for clients from China, Hong Kong or Taiwan, In response to ICIJ's questions, UBS issued a statement saying its "know-your-client" policies as well as procedures to deal with politically-sensitive clients are among "the strictest in the industry.". statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. single given day, and the Company shall in no event request that more than one Agent offer to sell, solicit offers to buy or sell Shares on the same day. (g) To furnish or make available to the Agent during the Term (i)copies of any reports or other communications which the Company shall documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been Did China buy Dominion Voting Systems for $400 million in October 2020? 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 . subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Act); and such registration statement sets forth the terms of the from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement datedFebruary 28, 2023 (the Distribution Agreement) between the Company 18. (bb) (i) Except as San Jose, California 95134 . a right of first refusal on behalf of the Company pursuant to the Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement or the Prospectus as amended and supplemented to the time of such now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Terms Agreement, as the case may be, in all material respects. Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance of such default by the Company and (ii)notwithstanding any such default, pay to the Agent the commission to which it would otherwise be entitled in connection with such sale in accordance with Section2(b) below. Bloomberg Business of Sports lets you follow the money in the world of sports, reporting on trades, salaries, endorsements, contracts and collective bargaining. 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 event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other He has been with UBS for 40 years and held various positions across the firm, including manager of the Group-wide too-big-to-fail program, COO Wealth Management & Swiss Bank, Head Products and Services of Wealth Management & Swiss Bank, COO Asset Management, and Head Group Internal Audit. Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others 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 UBS Securities, LLC, which is based in New York, served as the adviser between the company and its investors, who are not named. Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. The Securities and Exchange Commission today filed a settled action against UBS Financial Services Inc. for compliance failures relating to sales of a volatility linked exchange-traded product (ETP). Unless otherwise defined below, terms defined in the Distribution statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. None of this is to say, though, that there are no strong connections between UBS and China. pursuant to a Transaction Acceptance shall be made to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the Agent at least one Exchange Business Day prior to the applicable issue and sell through the Agent, and the Agent shall be obligated to use commercially reasonable efforts, consistent with its normal trading and sales practices and as provided herein and in the applicable Transaction Acceptance, to place Shares We want to create superior value for our clients, shareholders and employees. the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. any liability that it may have to an Indemnified Person otherwise than under this Section9. The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. ClassA Experience UBS Securities, LLC Investment Bank 2006 . or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms target of Sanctions, including, without limitation, thenon-governmentcontrolled areas of theZaporizhzhiaandKhersonRegions of Ukraine, the subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws). information specified in Section9(b)). then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Offering Dates, and such additional terms and conditions shall be set forth in or confirmed by, On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, 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 case except that the provisions of Section3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect There are no outstanding options, licenses or binding Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial (x) The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. considerations referred to in Section9(d) above. filed under the Exchange Act but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission 4. IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. But some supporters of President Trump's disproven election vote conspiracies incorrectly attribute the purchase to the Chinese subsidiary, UBS Securities Co, Ltd. Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. Suni Harford was appointed President Asset Management in 2019 and is the Chair of UBS Optimus Foundation. Previously Ms. LaPuma ran Alvarez & Marsal's Asset Management practice. subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B)the Company and its below. 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 as exhibits to such Incorporated Documents. Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable, subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries He has been a journalist for more than 40 years, nearly 30 of them in newspapers. There are also strong connections between the U.S. and China subsidiaries. According to the profile, he went on to hold senior posts such as director of China affairs of the Securities and Futures Commission of Hong Kong from August 2001 to October 2007. only if and when the Company makes a Transaction Proposal to the Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to the Company by the Agent as provided in Section2 of its clients, as well as other information that will allow the Agent to properly identify its clients. Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date: The representations, warranties and agreements on the part of the Company herein contained or contained in any (a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a The Company shall be obligated to Shares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and the There is no been received by the Company; (B)the Prospectus shall have been timely filed with the Commission under the Act; (C)all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent; Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the
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