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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 or made by the Company on any class of capital stock (other than Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance 10. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be If the Agent elects to terminate its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a Material Adverse Effect). 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, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act or the rules and regulations promulgated thereunder. The further opening up of China's financial sector represents great opportunities for our China businesses, including investment banking, wealth management and asset management. 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 The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied 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 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. You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. The representations and warranties of the Company in the Agreements are true and correct on and as of the date hereof as though made on and Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agent shall have received the officers certificates, opinions and negative assurance authorized, executed and delivered by the Company. 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. The listing for the subsidiary's executives has changed, too. be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. 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 (c) This Biden Hears Oval Office Plea for Alaska Oil Project in Lobbying Frenzy, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP, Macquarie Said Set to Make Telecom Italia Grid Offer, Rivian Tells Staff EV Output May Be 24% More Than Forecast, Meta Cuts the Price of Its Quest Headset Up to 33% After Disappointing Demand, John Malone andCharter Directors Agree to $87.5 Million Settlement, Apples Cloud Chief to Leave, Adding to Wave of Departures, Anti-ESG Crusader Wants to Take Trumps Agenda to Next Level, Italys Meloni Defends Government Action After Sea Tragedy, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, The Exhibit Reality TV Show PittingArtist Against ArtistIs No Masterpiece. infringement, misappropriation or conflict with any such rights of others. 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 See who is sharing it (it might even be your friends) and leave the link in the comments. (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls 15. in Section2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. relied on the waiver under this Section6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been ClassA to be described in the Registration Statement and the Prospectus and are not so described. 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 knowledge of the Company, any agent, controlled affiliate or other person associated with (as that term is defined in the Bribery Act 2010 of the United Kingdom) or acting on behalf of the Company or any of its subsidiaries has A Terms Agreement may also specify certain provisions relating to the reoffering So BillLawrenceOnline reports: Staple Street Capital III, L.P. sold $400 million in securities to UBS Securities Co., Ltd. delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. When UBS is mentioned in this report, Lead Stories is referring to the parent company based in Switzerland. (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the 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 If the foregoing correctly sets forth the understanding between the Company and the Agent, 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 17. Christian Bluhm has been Group Chief Risk Officer since 2016. applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. 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 . Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. Job Associate Director, UBS Securities LLC. 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 Governing Law. so-called Donetsk Peoples Republic, or the so-called Luhansk Peoples Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 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 Please select all the ways you would like to hear from Lead Stories LLC: You can unsubscribe at any time by clicking the link in the footer of our emails. Markus Ronner has been Group Chief Compliance and Governance Officer since 2018. the Agents capacity as agent, and, in either case, the Company will, subject to Section4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange requested that the Chief Financial Officers certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except You are free to change your cookies' settings in the privacy settings. the Exchange, subject only to notice of issuance on or before the date hereof; resolutions duly adopted by the Companys board of directors, and certified by an officer of the Company, Jury Trial. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the 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 material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto. Jason Barron Co-Head Global Markets . control persons, if any, shall be designated in writing by the Company. (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the 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 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 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 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 He became sole President in April 2021. Section402 related to loans and Sections 302 and 906 related to certifications. been timely filed with the Commission under the Act; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Shares for offering or limitation, the designation as a specially designated national or blocked person), the United Nations Security Council (UNSC), the European Union, Her 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 6. pursuant to the Agreements on or prior to the date hereof; 3. UBS Bank USA comprises a team of professionals, dedicated to serving the deposit and borrowing needs of affluent and high-net-worth investors. . If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section2 hereof. In the event that more than one Transaction Acceptance with respect to any therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and Its chairman is a Chinese Communist Party (CCP) member. Some board members serve the company in New York and Beijing at the same time. the time of delivery of such certificates and, in the case of the Chief Financial Officers certificate, covering such other financial, numerical and statistical data that is not covered by the accountants comfort letter dated Chief Investment Officer-UBS BUSA Services, LLC. the Agent in writing. Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. corporate officers of the Company and representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the 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. university, college, other educational institution or research center has any claim or right in or to any Intellectual Property that is owned or purported to be owned by the Company and its subsidiaries (other than the Joint Venture) and, to the 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 The Company shall be obligated to The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. 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 reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial