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otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: (a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Offering Date(s) and at the relevant Time of 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 (collectively, Environmental Laws); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective principles (GAAP) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by 4. The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied Date) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of and UBS Securities LLC (the Agent), to issue and sell to the Agent the securities specified in the Schedule hereto (the Purchased Securities). any Terms Agreement, the issuance and sale of the Shares, compliance by the Company with the terms of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except as from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. knowledge, the Joint Venture have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets and other confidential information owned, used or held for use by the Company and its the meaning of Section414 of the Code) would have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration obligations pursuant to this Section8(b)(ii), the Company shall be notified promptly in writing. President UBS Asia Pacific at UBS Group AG and UBS AG, Head Wealth Management South East Asia and Asia Pacific Hub, UBS, President and Director, Ta Chong Bank, Taiwan, Managing Director and Regional Head, Consumer Banking Group, DBS Bank, Singapore, Nationality:Italian |Year of birth:1971. votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and What We Know: Dominion Voting Systems and UBS Securities Since UBS Securities is renowned for brokering deals between. Transaction Acceptance to the Company; and (ii)the Registration Statement or the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as 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 short-term debt or long-term debt (except for borrowings and the The Registration Statement or to this Agreement, the Alternative Agreements, any Terms Agreements and any Terms Agreement, as defined under and entered into pursuant to any Alternative Agreement (an Alternative Terms Agreement), is equal to the 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and shall, unless the Agent agrees otherwise, cause Ernst& Young LLP to furnish to the Agent a comfort letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the (h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit QuantumScape Corporation, Jean Faris - Associate Director - UBS Securities LLC | LinkedIn Direct ownership of UBS Securities LLC is shared by Americas Holding, 1%, and UBS Americas Inc., 99%. delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. Ex-1.4 (mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this The rest of the company was owned by a handful of Chinese investment firms with ties to the government. 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 so-called Donetsk Peoples Republic, or the so-called Luhansk Peoples Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 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. 382.2(b). the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a Sanctioned Country); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. Your primary source for financial advice. Elizabeth LaPuma is a Managing Director at UBS focusing on financial institutions financing, structuring and M&A. improper payment or benefit. Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. During his time as CEO of ING, he steered the bank to profitability after the financial crisis and supported the firms digital transformation. (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for furnished by the Agent consists of the information described as such in subsection (b)below. businesses; and (3)have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Nor is it certain that the $400 million was meant to acquire Dominion Voting Systems. Download the UBS SEC Notification to read the entire communication. All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this Agreement), of ClassA Common Stock, $0.0001 par (cc) (i) Each employee benefit plan, within the meaning of Section3(3) of the Employee the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. ownership or lease of property or the conduct of their respective businesses requires such qualification (to the extent that such concepts are applicable in such jurisdiction), and have all power and authority necessary to own or hold their The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export thereof as described in the Registration Statement or the Prospectus, the Company will not be required to register as an investment company within the meaning of the Investment Company Act of 1940, as amended, and the rules and President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. Unless otherwise defined below, terms defined in the Distribution Mercantile Exchange or the Chicago Board of Trade; (ii)trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the 3. (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any UBS Securities LLC | Directors And Boards Webinars About Us UBS Securities LLC Submitted by lisedykes on Sat, 06/11/2005 - 09:21 UBS Securities, a division of UBS AG, is a global investment banking firm and wealth manager. 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 47.3(b); or. In 2014, UBS increased its ownership from 20% to 24.9% by buying out International Finance Corp.'s shares. Executive Board - Banco do Brasil RI Notwithstanding any provision of the Distribution Agreement or this Ms. Levi began her corporate career with Novartis Group in 2004 and worked there for 16 years, holding a number of senior legal roles across Europe. (m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State and including, without. employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a Transaction Acceptance) confirming the terms of such proposed Agency Transaction as set forth in The Board of Directors has set forth policies and procedures as well as a framework for establishing the highest level of business integrity and accountability. 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 and validly authorized). Mu Lina, who was a board member of the New York subsidiary, worked as the director of wealth management funds and head of fund operations at UBS Beijing, based on public information. decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction. Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Agent and the Company. Jury Trial. Company pursuant to this Agreement other than (A)in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an at the market offering under Rule 415(a)(4) under subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. SEC.gov | UBS Settles Charges Related to Investments in Complex Central risk and control for North America Operations in Exchange Traded Derivatives. as may, from time to time, become standard industry practice for settlement of such a securities issuance or as agreed to by the Company and the Agent) following each Offering Date (each, an Agency Settlement Date). other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Agent, on the other hand, and the In his current position, he is responsible at the Group level for compliance and operational risk control, governmental and regulatory affairs, as well as investigations and governance matters. writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section2(b) below) no later than the opening of trading on the immediately (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities He has been a journalist for more than 40 years, nearly 30 of them in newspapers. Stamford, CT 06902 United States The subsidiaries are identified by their individual names. Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the She has been pivotal in driving business alignment, and digital and cultural transformation, while also facilitating business growth as President UBS EMEA. The Company does not own or control, directly or indirectly, any connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making 333-266419) (the registration statement) for the registration of the Shares (tt) All of the Shares that have been or may be sold under this Agreement and any Terms Agreement have been approved for listing, subject only Agent. respect to any differences and (v)interactive data in eXtensible Business Reporting Language (XBRL Data) included or incorporated by reference in the Registration Statement fairly presents the information called for in all Amendments or directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. prospectus (as defined in Rule 405 under the Act). board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its It is headquartered in Denver, CO., with an office in Toronto, Canada. (hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to Lead Stories debunked that and other false election claims at length here. and the fourth quarter of such fiscal year. change, in or affecting the business, properties, 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 See our upcoming events and important dates. Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the Agreements), and do hereby further certify on behalf of the Company, as follows: 1. 11. soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus actions or claims and has not violated and is not in violation of any laws, and (iii)except as disclosed in the Registration Statement and the Prospectus, no event or series of events has occurred relating to the Joint Venture that, 17. Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. the Agents). expected to result in material liability to the Company or its subsidiaries. shall be amended or supplemented (including, except as noted in the proviso at the end of this Section6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)the Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . 30 days prior to such settlement being entered into and (iii)such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. It is called UBS Securities LLC. Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, 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. that purpose or pursuant to Section8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in Redback Networks Inc. 300 Holger Way . funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Intellectual Property that is owned or purported to be owned by the Company Material Adverse Effect; and (iii)except as described in each of the Registration Statement and the Prospectus, (A)there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its He joined UBS from Taiwan-based Ta Chong Bank, where he served as President and Director. 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. A qualified attorney-at-law, she has been admitted to the Supreme Court of the United States, the New York State bar and the bar of Milan, Italy, and has worked in several law firms in New York and Milan. review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible (b) Submission to Jurisdiction. Spotted something? therein, there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or cashless exercises or settlements) of stock options or restricted stock