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 subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. 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 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 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 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 officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents. Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement From 2019 until September 2022, he was Co-President Global Wealth Management. (h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Robert Karofsky was appointed Co-President of the Investment Bank in 2018. In October 2021, Mr. Karofsky was appointed to the additional role of UBS GEB sponsor to co-lead the AI, Data and Analytics center of expertise, along with Mike Dargan. From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall or authorization will not be renewed in the ordinary course. otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. In accordance with the requirements of the USA Patriot Act (Title III of Pub. (nn) No person has the right to require the Company or any of its subsidiaries to register 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 Copying, editing, modifying, distributing, sharing, linking or any other use (whether for commercial purposes or otherwise) of this material, other than personal viewing, without UBS's prior written permission is strictly prohibited. filed under the Exchange Act but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission 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 with any such limitations shall be the sole responsibility of the Company. 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. 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 (m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description Download the UBS SEC Notification to read the entire communication. actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are 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. She joined UBS from the Federal Reserve Bank of New York, where she was COO and First Vice President. the meaning of Section414 of the Code) would have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but You are free to change your cookies' settings in the privacy settings. The Company and the Agent agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i)above unless either (A)the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. Although UBS did not publicly name its Group Managing Directors, UBS employees could determine through the firm's intranet which . Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by The headings herein and in any Terms Agreement are included for convenience of pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 Job Associate Director, UBS Securities LLC. with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). 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 Except as otherwise set forth in the Registration Statement and the (i)the Company and each of its subsidiaries (other than the Joint Venture), and, to the Companys knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its 4. (b) Submission to Jurisdiction. (q) If immediately prior to the third anniversary (the Renewal Deadline) Spotted something? 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 UBS Securities LLC is a Delaware limited liability company with its principal office in Weehawken, NJ and is registered with the Commission as a broker-dealer. 3) Dominion Voting Systems Inc. was founded in Canada in 2003 and incorporated in the United States on July 7, 2009. 2. Section402 related to loans and Sections 302 and 906 related to certifications. any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or Industry Financial Services. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an This is the sixth matter arising from the Enforcement Division's ETP . shall remain in full force and effect notwithstanding such termination. subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, are not a party to or bound 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. The Registration Statement or documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. Only 26% of high net worth (HNW) Black families invest in stocks. 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, He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. 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 The claim appeared in an article published by BillLawrenceOnline on December 1, 2020 titled "China Bought Dominion In October" (archived here) which opened: China Bought Dominion In October -- It's not a theory when you have the documentation. 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. An unconfirmed December 5, 2020 report by NTB News said Ye was among 12 board members who resigned recently. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section10(a)(3) of the Act. 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 19. offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the material increase in the Company and its subsidiaries accumulated post-retirement benefit obligations (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company the Registration Statement and the Prospectus, (i)trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago (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. 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 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 change, in or affecting the business, properties. upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement or the Prospectus (it being understood that such information consists solely of the (e) Since the respective dates as of which information is given in the Registration No Indemnifying Person shall, without the written consent of the any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a comfort There, current and former board members are tied to Chinese communist military and intelligence agencies. Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. (d) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto President Asset Management, UBS Group AG and UBS AG, Head of Investments, Asset Management, UBS. control persons, if any, shall be designated in writing by the Company. 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, principles (GAAP) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by shall be deemed to be a successor merely by reason of purchase. 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 agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section2(g) of this Agreement (each such transaction being referred to as a Principal (c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date furnished by the Agent consists of the information described as such in subsection (b)below. 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; hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, businesses; and (3)have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. Company and its subsidiaries (the Company Stock Plans), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the Grant 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 As used herein, (i)the Term shall be the period commencing on the date hereof and ending on the earlier of (x)the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant Except where the context otherwise requires, Registration Statement, as used herein, means the sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement A profile on the web page for Vision Gains Capital Limited states Ye founded the company in 2008 and currently serves as managing director. the Agent. She has been pivotal in driving business alignment, and digital and cultural transformation, while also facilitating business growth as President UBS EMEA. (f) Each of the Company and its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. 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, form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the 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. 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. President Global Wealth Management, UBS Group AG and UBS AG, President UBS EMEA, UBS Group AG and UBS AG, Co-President Global Wealth Management, UBS Group AG and UBS AG, CEOInternational Wealth Management, Credit Suisse, CFOPrivate Banking & Wealth Management, Credit Suisse, Managing Partner Assurance and Advisory Services Financial Services, Ernst & Young (EY), Industry Lead Partner Banking and Capital Markets, Switzerland andEMEAPrivate Banking, EY, Nationality:Singaporean |Year of birth:1960. of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the Since (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 Mr. Luo has held senior positions in the Government of Changsha, Hunan province for the past 20 years and he is now currently the Secretariat to the Changsha Government. Before joining UBS, Ms. Youngwood was CFO for JPMorgan Chase Consumer & Community Banking. In the event of a conflict between the terms of this Agreement and the terms of a Terms 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 any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. Highlights of UOB's expansion since 1965 include: 1965 Opens 1st overseas branch in Hong . Jury Trial. A complete range of tailored advice and investment services for distinguished investors and families around the world. 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 Transaction Acceptance to the Company; and (ii)the Registration Statement or the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the 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 material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a The firm owned 19,739 shares of the company's stock after buying an additional 3,955 shares during the period. controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be Sep 2016 - Feb 20236 years 6 months. The The South China Morning Post reported on May 3, 2018 that UBS had said in a statement: China is a key market for UBS. Compliance with USA Patriot Act. It was established in 2006, and UBS and partner International Finance Corp. bought a combined 24.9% share of the company in 2007. 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 Transaction Acceptance or Terms Agreement, as the case may be). any other exchange on which Company securities are traded, and (iii)each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related substance to the Agent. While it appears three of the four board members of that subsidiary's board are Chinese and could represent Chinese investors, shareholder information is private, so it is unknown if China or any other government owns shares. connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold 17. 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 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. Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. Mr. Khan joined Ernst & Young (EY) in 2001, holding many leadership positions and becoming the youngest ever partner of the firms Swiss arm; when leavingEY, he was lead auditor of UBS. could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (C)none of the Company and its subsidiaries anticipates material capital expenditures 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. Learn more about Mailchimp's privacy practices here. The show takes listeners inside the business end of the sports world, and explains what it means to fans and their pocketbooks. Company pursuant to this Agreement other than (A)in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an at the market offering under Rule 415(a)(4) under Global markets, topical issues and timely allocation ideasfrom the UBS Chief Investment Office. 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, You can find more information under the Privacy Statement. 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 sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a Terms Agreement) in substantially the form of Exhibit A hereto (with such changes thereto as may be 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 . 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
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