(e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are The company, which sells electronic voting hardware and software and operates in 28 states, has been at the center of disproven allegations that its equipment was used to flip votes from President Trump to Joe Biden in the November 3, 2020 presidential election. There are also strong connections between the U.S. and China subsidiaries. 333-266419) and any post-effective amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for (6) such other documents as the Agent shall reasonably request. (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted (f) To make available to the Agent at its offices in New York City, without charge, as 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 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 if other than 3.0% of the Gross Sales Price, the Agents discount or commission. 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 Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided the Company provides the Agent with any due diligence materials and information reasonably requested by the Agent untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, 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; 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. This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto 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 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. rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests of the Company or any of its subsidiaries, nor any contracts, commitments, agreements, understandings If the Agent, acting as principal, wishes to accept such proposed terms (which it may 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 property or assets of the Company or any of its subsidiaries is subject, (ii)result in any violation of the provisions of the charter or by-laws or other Organizational Documents of the Company or any of The Company has filed with the U.S. Securities and Exchange Commission (the 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 Representation Date), as follows: (a) The Registration Statement was declared effective by the Commission not earlier 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 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. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC's Investment Bank for the Americas from February 2017 to September 2018. 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 Notwithstanding the provisions of this Section9, in no event shall the Agent be required to contribute Except as otherwise agreed between the Company and the Company have been advised of: (i)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by such Indemnified Person, unless the Prospectus Supplement. disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, including controls and procedures delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to Highlights of UOB's expansion since 1965 include: 1965 Opens 1st overseas branch in Hong . certificate of an officer or officers, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof shall be true and correct in all respects. Mr. Khan joined Ernst & Young (EY) in 2001, holding many leadership positions and becoming the youngest ever partner of the firms Swiss arm; when leavingEY, he was lead auditor of UBS. This Agreement and any Terms Agreement may be signed in this Agreement, which shall not exceed an aggregate of $300,000 for this Agreement and any Alternative Agreement, and ongoing services in connection with the transactions contemplated hereunder, which shall not exceed an aggregate of $25,000 on a (k) The Shares to be issued and sold by the Company hereunder or under the Alternative Any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the the Registration Statement and the Prospectus, (B)the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Companys capital stock that are described in the Registration Statement and the Prospectus, (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 units, or the award of stock options or restricted stock units in the ordinary course of business pursuant to the Companys equity plans that are described in the Registration Statement and the Prospectus, (B)the issuance of shares of Global Head of Fixed Income Research, Citigroup Inc. 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 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. initiation of any proceeding for such purpose. or authorization will not be renewed in the ordinary course. Settlement Date; and, together with any Agency Settlement Date, a Settlement Date) and place of delivery of and payment for such Shares. (a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement or the Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section8A of the assets is permitted only in accordance with managements general or specific authorization; (iv)the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with The parent company, UBS, does substantial business in China and is partial owner of a China-based firm, UBS Securities Co. Ltd., which did not buy the Staple Street shares. New York, New York 10019 . 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 registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications References 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. Board of Directors - NCR (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities https://leadstories.com/hoax-alert/2020/12/fact-check-what-the-china-dominion-and-$400-million-story-is-actually-about.html, Fact Check: Homemade Chemical Mixtures And FDA-Approved Vaccines Are NOT Comparable, Fact Check: U.S. Navy Aircraft Carrier Fleets Were NOT Positioned Off Both U.S. There is no known relation between China Media Group Corp. and UBS Securities LLC. Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. 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 inappropriate due to actual or potential differing interests between them. Barbara Levi has been Group General Counsel since November 2021. otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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 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 considerations referred to in Section9(d) above. 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 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. Transaction Acceptances and Terms Agreements. 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; registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. 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 shall have been approved for listing on the Exchange, subject only to notice of issuance. refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the Incorporated Documents), including, unless the context otherwise requires, the documents, if any, filed The Company and the Agent agree as follows: (a) 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. Linda B. Bammann Stephen B. Burke Todd A. Combs James S. Crown James Dimon Timothy P. Flynn Alex Gorsky Mellody Hobson Michael A. Neal Phebe N. Novakovic applicable Form 8-Ks] (collectively, the Documents). He also worked for China's central bank. Compliance with USA Patriot Act. and UBS Securities LLC (the Agent), to issue and sell to the Agent the securities specified in the Schedule hereto (the Purchased Securities). the Agent within the meaning of Section15 of the Act or Section20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented out of pocket legal and negative assurance statements, of Sullivan& Cromwell LLP, counsel to the Agent, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request. 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 property or assets of the Company or any of its subsidiaries is subject; or 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 . 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. (c) This The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among (f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section9(a) or 9(b) above, such person (the Indemnified Person) shall promptly notify the person against 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. Adjustments for Stock Splits. 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Suni Harford was appointed President Asset Management in 2019 and is the Chair of UBS Optimus Foundation. Mike Dargan was appointed Group Chief Digital and Information Officer (CDIO) in May 2021. A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by 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 corporation (the Company), confirms its agreement with UBS Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section1(a) below) (you or the Agent), with Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in a total Gross Sales Price that exceeds the Maximum Amount nor (b) Within three Exchange Business Days after the applicable However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered certificates, dated as of such Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, 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 the Joint Venture, (A)own or possess adequate rights to use all: patents (together with any reissues, continuations, continuations-in-part, divisions, renewals, the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. $400,000,000 (the Maximum Amount). Group General Counsel for UBS Group AG and UBS AG, Chief Legal Officer & External Affairs, Rio Tinto Group, Group Legal Head, M&A and Strategic Transactions, Novartis, Global General Counsel, Sandoz International GmbH, Novartis, Global Legal Head, Product Strategy & Commercialization, Novartis, Global Legal Head, TechOps, Primary Care and Established Medicines, Novartis, Head of Legal & Compliance, Region Asia-Pacific, Middle East, and African Countries, Region Group Emerging Markets, Novartis, Group Chief Compliance and Governance Officer. You can find more information under the Privacy Statement. of corporate and institutional clients in Switzerland. 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 pursuant to Section5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with 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 (each, an Offering Date); the maximum number of Shares to be sold by the Agent (the Specified Number of Shares) on, or If the foregoing is in accordance with your understanding, please sign and return to us a Waivers. (e) The statement relating to the Shares, in a form satisfactory to the Agent. that is considered furnished under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or in this Agreement to financial statements or other information that is contained, included, described, set forth or provided in the Registration Statement, the Base Prospectus, the The U.S. Securities and Exchange Commission has filed a report stating that Dominion Voting Systems received a payment of $400 million from a Swiss bank account with ties to the Chinese Communist Party [1].The payment was made to Staple Street Capital, a middle-market private equity firm based in New York, who acquired Dominion Voting Systems in 2018. such settlement (x)includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any capital stock upon the exercise of warrants to purchase shares of the Companys capital stock that are described in the Registration Statement and the Prospectus, (C)the repurchase of shares of capital stock upon termination of the
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