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But some supporters of President Trump's disproven election vote conspiracies incorrectly attribute the purchase to the Chinese subsidiary, UBS Securities Co, Ltd. Agreement, the terms of such Terms Agreement shall control. 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. In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. In both roles, she was a member of that companys executive committee. meaning of Section27A of the Act and Section21E of the Exchange Act) contained or incorporated by reference in the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such 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 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 He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, The Company represents and 16. similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to Redback Networks Inc. 300 Holger Way . set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. Relationship summary for individual UBS Wealth Management clients, Relationship summary for individual clients of UBS Securities LLC (UBS). (gg) Except as would not reasonably be expected to have a Material Adverse Effect, the fund such Plan); (v) no reportable event (within the meaning of Section4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to (C)the repurchase of shares of capital stock upon termination of the holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or The Board of Directors of UBS Bank USA comprises the following members: Rosemary T. Berkery, Chairman, UBS Bank USA . from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act, and as of December31, 2021 and as of the last day of each of the Companys fiscal quarters following Exchange Business Day. hereto or thereto as the case may be. (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls The sole director now listed is Samuel Molinaro. Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein): (1) the officers certificate referred to in Section5(a)(i); (2) the opinions and negative assurance letters of the Companys outside counsel referred to in Section5(a)(ii); (3) the comfort letter referred to in Section5(a)(iii); (4) [the Chief Financial Officers certificate referred to in Section5(a)(iv)]; (5) the opinion and negative assurance letter referred to in Section5(b); and. Elizabeth LaPuma is a Managing Director at UBS focusing on financial institutions financing, structuring and M&A. 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 (iii)in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii)and (iii) above, for any such default or violation Transaction Acceptance or Terms Agreement, as the case may be). Company, threatened. 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; (kk) Each Group Chief Risk Officer of UBS Group AG and Chief Risk Officer of UBS AG, Spokesman of the Executive Board, FMS Wertmanagement, Chief Risk & Financial Officer, FMS Wertmanagement, Managing Director, Credit Risk Management (Switzerland and Private Banking worldwide), Credit Suisse, Head Credit Risk Management Analytics & Instruments, Credit Suisse, Head of Credit Portfolio Management, Credit Suisse, Head Structured Finance Analytics, Group Credit Portfolio Management, Hypovereinsbank, Group Chief Digital and Information Officer, Nationality:British |Year of birth:1977. for past, present and future infringement, misappropriation or dilution of any of the same (collectively, Intellectual Property), owned or used by the Company or, To the best of the Companys knowledge, the conduct of the Companys and each of its investment, accounting or regulatory matters in any jurisdiction. In giving the Counterparts. (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with 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 . 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 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 show takes listeners inside the business end of the sports world, and explains what it means to fans and their pocketbooks. such purpose or pursuant to Section8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have group managing director- chairman of the board : munfa, lauren k (crd#:4431011) chief compliance officer : nieto, callum (crd#:6765482) principal operations officer : sanborn, mark wilson (crd#:1805781) managing director : ubs americas holding llc : shareholder : van tassel, james c (crd#:2558212) managing director, us equities research Prospectus means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. which has constituted or which would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. but modified to relate to the Registration Statement or the Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of 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 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 Did China buy Dominion Voting Systems for $400 million in October 2020? 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 4. between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May13, 2021, December17, 2021 and September27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as by-laws, (ii)with respect to a limited or general partnership, its partnership agreement and certificate of partnership (or similar document), (iii) with respect to a limited liability company, its Prospectus, the Company and its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries taken as a (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 1285 Avenue of the Americas . Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. The further opening up of China's financial sector represents great opportunities for our China businesses, including investment banking, wealth management and asset management. 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 Global Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, UBS E-banking and online services Switzerland, Masters degree, business econometrics and operations research, Tilburg University, Member of the Board of the Swiss-American Chamber of Commerce, Member of the Institut International dEtudes Bancaires, Member of the World Economic Forum International Business Council, Governor of the Financial Services/Banking Community of the World Economic Forum, Member of the International Advisory Panel, Monetary Authority of Singapore, Member of the Board of the Institute of International Finance, Masters degree, mathematics and informatics, and doctorate, mathematics, University of Erlangen-Nuremberg, Chairman of the Board of Christian Bluhm Photography AG, Member of the Board of UBS Switzerland AG, Member of the Foundation Board of the UBS Pension Fund, Member of the Foundation Board International Financial Risk Institute, Masters degree, politics, philosophy and economics, St. Johns College, Oxford University, Member of the Board of Directors of Done Next Holdings AG, Member of the Board of UBS Business Solutions AG, Member of the Board of UBS Optimus Foundation, Member of the Board of Trustees of the Inter-Community School Zurich, Bachelors degree, physics and mathematics, Denison University, Ohio, MBA, Tuck School of Business, Dartmouth College, Chairman of the Board of Directors of UBS Asset Management AG, Chair of the Board of UBS Optimus Foundation, Member of the Leadership Council of the Bob Woodruff Foundation, Bachelors degree, economics, Princeton University, Masters degree, business administration, Stanford University Graduate School of Business, Member of the Board of UBS Americas Holding LLC, Member of the Board of the Securities Industry and Financial Markets Association, Bachelors degree, economics, Hobart and William Smith Colleges, MBA, finance and statistics, University of Chicagos Booth School of Business, Member of the Board of UBS Americas HoldingLLC, Trustee of the UBS Americas Inc. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. material pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company 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 (b) The Agent shall have received a letter or letters, which shall include legal opinions Commissions rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein President Personal & Corporate Banking and President UBS Switzerland, UBS Group AG, President of the Executive Board, UBS Switzerland AG, Group COO of UBS and President of the Executive Board, UBS Business Solutions AG, Head Private Clients Region Zurich, Credit Suisse, President Global Wealth Management and President UBS Europe, Middle East and Africa. cashless exercises or settlements) of stock options or restricted stock 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 As Chief Digital Officer at Morgan Stanley Wealth Management, she led the digital strategy and executed digital transformation of the wealth management business to improve client experience and financial advisor effectiveness and efficiency. applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section5(a)(iii) hereof, CONSENT OF UBS SECURITIES LLC . Any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the 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 Agreement shall remain in full force and effect until the earliest of (A)termination of the Agreement pursuant to Section8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)such date that the Maximum repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiarys properties or assets to the Company or any other subsidiary of the Company. 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 the Act (such transactions are hereinafter referred to as At the Market Offerings) and (B)such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and Agreement, the Alternative Agreements, any Terms Agreement or any Alternative Terms Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Agents for a brokerage commission, finders fee or like Global Technology, JPMorgan Chase, CFO, Consumer & Community Banking, JPMorgan Chase, Head of Investor Relations, JPMorgan Chase, Investment Bank, Financial Institutions Group, JPMorgan Chase, Paris, London and New York, Latest financial information and Annual General Meeting. It is called UBS Securities LLC. 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. or will not, as then amended or supplemented, as of each Representation Date, contain an 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 not misleading; any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has 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 pursuant to the Agreements on or prior to the date hereof; 3. 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 (rr) No forward-looking statement (within the The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case may be. Just saying that for my conspiracy theory fans. The Gross Sales Price less the Agents commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or 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. 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 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 Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)the non-exclusive rights of customers, service providers, and strategic and channel partners to use the Company Intellectual Property, under which the Company or any of its subsidiaries have granted valid licenses to Spotted something? This Agreement and any Terms Agreement may be signed in 6(d), dated the date such Transaction Proposal is delivered or Terms Agreement is executed, which date shall be deemed to a Bring-Down Delivery Date. value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. UBS has not made any official announcement about changes in any of its boards of directors and its website offers no information about board changes. 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 shall be deemed to be a successor merely by reason of purchase. Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. solicitation of an offer to buy, or any sales of Shares pursuant to any At the Market Offering (as defined herein and within the meaning of Rule 415(a)(4) under the 1933 Act) shall only be effected by or through the Agent or an Alternative Agent. (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 prospectus (within the meaning of the Act) or used any prospectus (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. Mr. Nardone was a managing director of UBS from . 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. Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Companys The Company does not own or control, directly or indirectly, any 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 The relative benefits received by the Company, on the one hand, and the Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter 12. corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Companys most recent Annual Report on Form 10-K incorporated by reference in the Registration Statement. L. 107-56 (signed into law October26, 2001)), the Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address Musk Made a Mess at Twitter. This is the sixth matter arising from the Enforcement Division's ETP . Regional Head of Markets for North Americas, Citigroup Inc. 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 In compliance with the June 24, 2020 guidance of the SEC's Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US . statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and the Agent shall enter into an agreement in accordance with Section2 hereof regarding the 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 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 information specified in Section9(b)). to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or 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 reference all XBRL Data required to be included therein; and the XBRL Data included or incorporated by reference in the Registration Statement or the documents incorporated by reference therein fairly presents the information called for in all Luo Qiang, another board member at UBS Securities LLC, also served on the board of UBS Beijing between 2004 and 2012. additional information; (v)of the occurrence of any event as a result of which the Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or Mr. Estey is the retired Chairman of UBS Securities Canada Inc., a financial services company, and has more than 30 years of experience in financial markets. 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 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, UBS Group AG operates under a strict dual board structure, as mandated by Swiss banking law, and therefore the BoD delegates the management of the business to the GEB. Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. 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. 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 in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; provided that nothing herein shall prevent