To the best of the Companys knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual in Rule 405 under the Act. 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 review, of the public offering of the Shares by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent up to $15,000 in connection therewith), (vi) the fees and disbursements of counsel to the Company None of this is to say, though, that there are no strong connections between UBS and China. hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). 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 Lead Stories also was unable to find any official information about the third possible Chinese national previously listed by Bloomberg as being on the board of UBS Securities LLC: Luo Qiang. Company shall not be required to qualify as a foreign corporation, become a dealer of securities, or become subject to taxation in, or to consent to the service of process under the laws of, any such state or other jurisdictions (except service of 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). any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. 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 employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any Regional Head of Markets for North Americas, Citigroup Inc. IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. Agent. (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Agent, on the other hand, and the letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, 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 reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement (c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries most recently completed fiscal year; or (y)a 16. specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A sale and (B)the Agent suspending activity under this program for such period of time as requested by the Company or deemed appropriate by the Agent in light of the proposed sale, (i)offer, pledge, sell, contract to sell, sell any be expected to result in a material liability to the Company or its subsidiaries; (iii)for each Plan that is subject to the funding rules of Section412 of the Code or Section302 of ERISA, the minimum funding standard of IS2005944 UBS 1998 - 2023. prospects. You can find more information under the Privacy Statement. 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, 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. 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 Jury Trial. (bb) (i) Except as Agreement, any Terms Agreement or any Alternative Terms Agreement have been duly authorized by the Company and, when issued and delivered and paid for as provided herein or therein, as the case may be, will be duly and validly issued, will be fully transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the Privacy and Data Security Requirements) and (ee) Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. 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. UBS Securities LLC . Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . Except as otherwise set forth in the Registration Statement and the Prospectus QuantumScape Corporation, This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, No Major Offer Expected on Childcare in UK Budget, Biden Gives Medal of Honor to Trailblazing Special Forces Member, Oils $128 Billion Handout as Doubts Grow About Fossil Fuels, Climate Change Is Launching a MutantSeed Space Race, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. Settlement Date; and, together with any Agency Settlement Date, a Settlement Date) and place of delivery of and payment for such Shares. Such shares are hereinafter collectively referred to as the Shares and number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva The Group CDIO organization consists of the Group Technology teams and Group Corporate Services. Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. obligations pursuant to this Section8(b)(ii), the Company shall be notified promptly in writing. (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 Any such Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such applicable Form 8-Ks] (collectively, the Documents). 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. Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the Agreements), and do hereby further certify on behalf of the Company, as follows: 1. Conditions of the Agents Obligation. And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. (uu) The ClassA Common Stock is an actively-traded security excepted 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 Commission) a registration statement on Form S-3 (No. holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the You can find more information under the Privacy Statement. formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. Let us know!. inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (Trade Secrets) and other technology and intellectual property rights, including the right to sue (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 opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Except as otherwise set forth in the Registration Statement and the The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section9(d) above shall be deemed to include, subject to the Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. the first foreign bank in China to increase its stake in a local securities joint venture to 51 percent. 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. 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 UBS Securities, LLC, which is based in New York, served as the adviser between the company and its investors, who are not named. Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. 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 otherwise, cause to be furnished to Agent (A)the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional Corporation, counsel to the Company, and the written 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 That would be a hedge fund investment. Leeto Tlou, Bank Risk Officer. have occurred or shall exist, which event or condition is not described in the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Agent makes it impracticable or inadvisable to proceed with the quarterly basis for this Agreement and any Alternative Agreement; provided that, except as otherwise agreed with the Company, the Agent shall be responsible for any transfer taxes on resale of Shares by it, any costs and expenses associated with the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. Common Stock by any of its officers or directors, (ii)during any period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii)at any time from incorporated or deemed to be incorporated by reference therein and (2)any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution opinion and a negative assurance letter of Sullivan& Cromwell LLP, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and (d) Each Bring-Down Delivery Date, the Company paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] been suspended. 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 the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been 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; actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company, 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 $400,000,000 (the Maximum Amount). time that is 24 hours after the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial Company LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (each, an Alternative Agent, and, collectively, the Alternative Agents; and the Agent and the Alternative Agents, collectively, 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the 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 Representation Date), as follows: (a) The Registration Statement was declared effective by the Commission not earlier Mike Dargan was appointed Group Chief Digital and Information Officer (CDIO) in May 2021. the Agent in writing. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)the Agent and its affiliates, directors and officers and its control persons, if any, or (B)the Company, its directors, 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, shall have been approved for listing on the Exchange, subject only to notice of issuance. Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or We want to create superior value for our clients, shareholders and employees. 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 Manage Products and Account Information Support Americas +1 212 318 2000 EMEA +44 20 7330 7500 Asia Pacific +65 6212 1000 Company About Careers Diversity and Inclusion Tech At Bloomberg. written consent if (i)such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)such Indemnifying Person shall have received notice of the terms of such settlement at least the Agent. 333-108170) and in the Proxy/Prospectus/Disclosure Statement of Redback Networks Inc., which is part of the Registration Statement, under the heading The Prepackaged Plan of ReorganizationGoing Concern Valuation. Material Adverse Effect; and (iii)except as described in each of the Registration Statement and the Prospectus, (A)there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its 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. No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Act) shall be entitled to behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or delivery by the Company of a Terms Agreement shall be deemed to be (i)an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto The Company and its subsidiaries have carried out evaluations of the automatic shelf registration statement or such new shelf registration statement, as the case may be. Member of SIPC. its officers who signed the Registration Statement and its control persons, if any, as the case may be, and that all such reasonable and documented fees and expenses shall be paid or reimbursed as they are incurred. BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 The Company and its subsidiaries (other than the Joint Venture) and, to the Companys 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 reference in the Registration Statement fairly present in all material respects the information required to be stated therein. Counterparts may be delivered via shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. 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. and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)the qualification of the Shares for offering and Under the leadership of the Group CEO, the GEB was comprised of 12 members as of 31 December 2021 and has executive management responsibility for the steering of the Group and its business. that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. In her previous role, Group COO, she oversaw global functions such as technology, operations, human resources and corporate services. In giving the 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 The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. During his term as Group Chairman and CEO, the Bank's network expanded from 75 to more than 500 branches and offices globally and its assets increased from $2.8 billion to more than $253 billion through his pursuit of disciplined and sustainable growth. 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. Mr. Martire became a director of NCR on May 31, 2018. 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 (ll) No subsidiary of the Company is or target of Sanctions, (ii)to fund or facilitate any activities of or business in any Sanctioned Country or (iii)in any other manner that will result in a violation by any person (including any person participating in the transaction, 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 inaccurate stories, videos or images going viral on the internet. 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 hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any authorizing the Companys execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and, such other documents as the Agent shall reasonably request; and. 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 (b) The Agent agrees to indemnify and (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for Did China buy Dominion Voting Systems for $400 million in October 2020? sources as agreed upon by the Company and the Agent. Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. that purpose or pursuant to Section8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule as may, from time to time, become standard industry practice for settlement of such a securities issuance or as agreed to by the Company and the Agent) following each Offering Date (each, an Agency Settlement Date). shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. Indemnified Person as a result of such losses, claims, damages or liabilities (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering of amended and supplemented to the time of delivery of such letters authorizing reliance). (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the 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 UBS Securities offers financial services to individual and institutional investors. subsidiary, for directors qualifying shares, with respect to any equity interests of the Joint Venture owned by Volkswagen Group of America, Inc. and except as otherwise described in the Registration Statement and the Prospectus), owned 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, of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the performed solely for the benefit of the Agent and shall not be on behalf of the Company. 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 See our upcoming events and important dates. 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.
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