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registration statement, as amended at the time of such registration statements effectiveness for purposes of Section11 of the Act, as such section applies to the Agent, including (1)all documents filed as a part thereof or (aa) No labor disturbance by or material dispute with employees of the respect to such transaction. 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 Act or the Exchange Act, as applicable, and present fairly in all material respects the consolidated (if applicable) financial position of such entity or business, as the case may be, and its subsidiaries (if any) as of the dates indicated and 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 short-term debt or long-term debt (except for borrowings and 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 Except as otherwise set forth in the Registration Statement and the Prospectus, there has been no material loss or unauthorized access, use, disclosure, modification or breach of security of confidential, sensitive, personal, or regulated customer, infringement, misappropriation or conflict with any such rights of others. 18. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance of corporate and institutional clients in Switzerland. directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the Its chairman is a Chinese Communist Party (CCP) member. counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and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 The Guardian reported that a UBS spokesperson said: "We operate to the highest standards in our business operations to meet all our legal and regulatory requirements.". (gg) Except as would not reasonably be expected to have a Material Adverse Effect, the would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its The Company represents and The Company shall have performed and observed its covenants and other obligations hereunder and/or under any 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 send to its shareholders or shall from time to time publish or publicly disseminate and (ii)copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to the Agent from time to time during the Term such other information as the time period required by, Rule 424(b) under the Act (without reference to Rule 424(b)(8)) and to provide copies of the Prospectus, each Prospectus Supplement, any other amendments or supplements to the Prospectus (to the extent not previously other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. has the meaning set forth in Rule 405 under Act; the term business day means any day other than a day on which banks are permitted or required to be closed in New York City; and the term subsidiary has the meaning set forth He is a financial sector veteran, with more than 30 years in senior roles in financial services, including as Head Wealth Management Asia Pacific, Country Head Singapore and Head Wealth Management South East Asia and Asia Pacific Hub for UBS. not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. Counterparts may be delivered via 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 the Company shall calculate the average daily trading volume (as defined under ADTV by Rule 100 of Regulation M under the Exchange Act) of the ClassA Common Stock based on market data provided by Bloomberg L.P. or such other Please consult the sales restrictions relating to the products or services in question for further information. 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 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 Reuters notes Ye has been a director of UBS Securities LLC since March 2010. CONSENT OF UBS SECURITIES LLC . will not distribute any offering material in connection with the offer and sale of the Shares, other than the Registration Statement or the Prospectus and any amendments or supplements thereto. Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Relationship Summary for individual clients of UBS Asset Management (Americas) Inc. Online Services (US Client Account Access), Corporate & Institutional Clients Americas, Corporate & Institutional Clients (International). capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights which have not been duly The Board of Executive Officers is responsible for meeting and enforcing the Bylaws, the resolutions of the General Shareholders' Meeting and the Board of Directors and performing the duties defined by the Board, always observing the principles of good banking technique and good corporate governance practices. by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. 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 Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Jesse ONeill (telephone 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. 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 Chairman of the Board of Directors: Izumi Kobayashi Nominating Committee members: Tatsuo Kainaka (Chairman), Yoshimitsu Kobayashi, Takashi Tsukioka, Masami Yamamoto and Izumi Kobayashi Compensation Committee members: Masami Yamamoto (Chairman), Tatsuo Kainaka and Takashi Tsukioka Audit Committee members: There is no known relation between China Media Group Corp. and UBS Securities LLC. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section8A under the Act shall be pending before or threatened by the Commission; the Prospectus shall have 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 Robert Karofsky was appointed Co-President of the Investment Bank in 2018. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and The document offers a brief professional biography: Mr. Luo is a graduate of Hunan University in China. (d) Any termination of this Agreement shall be effective on the date specified in such notice of waived. 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 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 Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. (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 (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering. clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. Naureen Hassan was appointed President UBS Americas and CEO of UBS Americas Holding LLC in October 2022. therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)any filing for review, and any considerations referred to in Section9(d) above. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. The Chinese government's decision to allow foreign companies to take up to 51 per cent in securities joint ventures is another important step in the opening up of China's markets. York. (m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description reference in the Registration Statement fairly present in all material respects the information required to be stated therein. duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, place and at the purchase price set forth in the Schedule hereto. The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. There is no We hereby consent to the references to UBS Securities LLC in the Registration Statement of Redback Networks Inc. on Form S-4 (File No. 47.3(b); or. 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 limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Stamford, CT 06902 United States Section402 related to loans and Sections 302 and 906 related to certifications. (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 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 parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. 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. Industry Financial Services. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to She also has in-depth finance expertise and experience across a wide range of finance, investment, and banking businesses. customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its were made, not misleading. Only 26% of high net worth (HNW) Black families invest in stocks. (c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees regulations of the Commission thereunder (collectively, the Investment Company Act) or an entity controlled by an investment company within the meaning of the Investment Company Act. made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. (c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiarys capital stock, from (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the Let us know!. the Agents). To the Companys knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries 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. . 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 This is the sixth matter arising from the Enforcement Division's ETP . appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. The Company does not own or control, directly or indirectly, any The Company and its subsidiaries maintain systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange 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 The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. Luo Qiang, another board member at UBS Securities LLC, also served on the board of UBS Beijing between 2004 and 2012. recognized statistical rating organization, as such term is defined by the Commission for purposes of Section3(a)(62) of the Exchange Act and (B)no such organization shall have publicly announced that it has under surveillance or 16. under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake (j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly respective jurisdictions of organization (to the extent that such concepts are applicable in such jurisdiction), are duly qualified as foreign corporations to do business and are in good standing in each jurisdiction in which their respective No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Act) shall be entitled to The Companys Registration Statement (File No. QuantumScape Corporation ClassA Common Stock. (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 12. (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 thereof contained in the Registration Statement and the Prospectus. any of the foregoing, or (ii)enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of ClassA Common Stock or other equity securities of the Company, whether any such 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 consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Representation Date), as follows: (a) The Registration Statement was declared effective by the Commission not earlier UBS specifically prohibits the redistribution or reproduction of this communication in whole or in part without the prior written permission of UBS and UBS accepts no liability whatsoever for the actions of third parties in this respect. 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 (rr) No forward-looking statement (within the Board of Directors . It provides big data and artificial intelligence to Chinese authorities. maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, and (ii)there have been (A)no breaches, violations, outages or unauthorized uses of or It is an . foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the Securities Act), or the rules and regulations promulgated thereunder, Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. (b) Within three Exchange Business Days after the applicable Before working for DBS Bank in Singapore, Mr. Koh wasCEOfor Prudential Assurance and Alverdine Pte Ltd, both companies based in Singapore. (b) In the event that the Agent that is a Covered Entity or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. the Exchange Act, as applicable, and will not contain any 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, in light of the circumstances under which they substance to the Agent. Unless otherwise defined below, terms defined in the Distribution (r) Ernst& Young LLP, whose report on the consolidated financial statements of the certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be (y)does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Agent, the Agents commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%, of the actual sales price of such Shares (the Gross Sales Price), which Terms Agreement, as the case may be, in all material respects. requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of ] and [in each case] have been prepared, to the extent applicable, in compliance with the All disclosures contained in the Registration Statement and the Prospectus regarding non-GAAP financial She has a strong track record of adding long term value, prioritizing decisions, and driving agile and data driven transformations. (dd) The Company and its subsidiaries maintain an effective system of disclosure securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for ClassA Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to The Agents obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agent: an officers certificate signed by two officers of the Company (one of whom shall be the Chief Financial not limited to ERISA and the Internal Revenue Code of 1986, as amended (the Code), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)no or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Companys board of This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon 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. None of this is to say, though, that there are no strong connections between UBS and China. taken as a whole; and (iii)neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an Agency Transaction). All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. 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 The headings herein and in any Terms Agreement are included for convenience of hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). sources as agreed upon by the Company and the Agent. This website uses cookies to make sure you get the best experience on our website. . 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 Members of the Board: The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the She has been involved in landmark financial institution assignments around the globe and has achieved superior results for clients over nearly 20 years. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. 14. No, that's not accurate: A Swiss investment bank's New York subsidiary, UBS Securities LLC, in October bought $400 million in shares Dominion's parent company, Staple Street Capital LLC. 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 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. and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Additional Covenants of the Company. 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. 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. its subsidiaries or (iii)result in the 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 (i)and (iii) above, for 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.