Agent or any Alternative Agent sells any Shares, the Company shall provide the Agent or Alternative Agent, as applicable, with such certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through delivery by it of each of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly 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 as currently proposed to be conducted ((A) and (B)collectively, the . 333-266419) (the registration statement) for the registration of the Shares (e) (i) No order Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. A Terms Agreement may also specify certain provisions relating to the reoffering Based on the Companys most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Companys internal control over financial reporting. Section9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. Ames & Co for seven years. Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] (oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or 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 If the foregoing correctly sets forth the understanding between the Company and the Agent, Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. Indemnified Person unless. (c) The Agent, as agent in any Agency Transaction, hereby covenants and agrees not to make any sales of the Shares on behalf of the Said the journalists: In total, UBS helped incorporate more than 1,000 offshore institutions for clients from China, Hong Kong or Taiwan, In response to ICIJ's questions, UBS issued a statement saying its "know-your-client" policies as well as procedures to deal with politically-sensitive clients are among "the strictest in the industry.". Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in a total Gross Sales Price that exceeds the Maximum Amount nor Exchange Act, the Company will provide the Agent, at the Agents request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants letters and officers certificates Survival. Martire was a member of the Board of Directors of J. Alexander's Holdings, Inc. from 2015 to 2021, where he served as Lead Independent Director from 2019 to 2021. This website uses cookies to make sure you get the best experience on our website. (c) Waiver of The Company shall have performed and observed its covenants and other obligations hereunder and/or under any improper payment or benefit. 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 Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. Redback Networks Inc. 300 Holger Way . pending Agency Transactions or Principal Transactions, the Company will not, without (A)giving the Agent at least three Exchange Business Days prior written notice specifying the nature of the proposed sale and the date of such proposed and the fourth quarter of such fiscal year. Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. over financial reporting. management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)neither the Company nor any of its sale under the securities or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent in connection (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the (New York City time) on [], [], The number of shares of Purchased Securities set forth above, The initial price to public set forth above. https://www.ubs.com/geb. facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other We want to create superior value for our clients, shareholders and employees. threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a (d) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto investment, accounting or regulatory matters in any jurisdiction. Learn more about Mailchimp's privacy practices here. 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 the Registration Statement and the Prospectus, (B)the issuance of shares of (h) Notwithstanding the foregoing, the requirements to provide the officers (p) Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, Download the UBS SEC Notification to read the entire communication. Nothing in this Agreement or any Terms Agreement is intended or shall She also has in-depth finance expertise and experience across a wide range of finance, investment, and banking businesses. Chicago, Illinois, United States. An unconfirmed December 5, 2020 report by NTB News said Ye was among 12 board members who resigned recently. Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such following Exchange Business Day. Barbara Levi has been Group General Counsel since November 2021. In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant He held several positions in academia before starting his banking career in 1999 with Deutsche Bank in credit risk management, and subsequently working for Hypovereinsbank and Credit Suisse in the same area. The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. 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 Before working for DBS Bank in Singapore, Mr. Koh wasCEOfor Prudential Assurance and Alverdine Pte Ltd, both companies based in Singapore. 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 Since 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 (ss) Nothing has come to the attention of the Company that has caused the Company to believe that the Any such separate firm for the If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the 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 12. 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 If the Agent elects to terminate its the Joint Venture, (A)own or possess adequate rights to use all: patents (together with any reissues, continuations, continuations-in-part, divisions, renewals, Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein): (1) the officers certificate referred to in Section5(a)(i); (2) the opinions and negative assurance letters of the Companys outside counsel referred to in Section5(a)(ii); (3) the comfort letter referred to in Section5(a)(iii); (4) [the Chief Financial Officers certificate referred to in Section5(a)(iv)]; (5) the opinion and negative assurance letter referred to in Section5(b); and. Jury Trial. The Company provides services such as equities sales and trading, fixed income products, and treasury products. 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 (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture. waived. Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration Statement) as the Agent may reasonably request 15. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. Members of the Board: Waivers. 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 The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, authorized, executed and delivered by the Company. 16. 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 the Company or its subsidiaries; (vi)neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Luo Qiang, another board member at UBS Securities LLC, also served on the board of UBS Beijing between 2004 and 2012. (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted 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 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 IS2005944 UBS 1998 - 2023. Board of Directors . CFO, Consumer & Community Banking and Diversity & Inclusion, incl. Agent, as sales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number or with an aggregate gross if other than 3.0% of the Gross Sales Price, the Agents discount or commission. Nationality: American (US)|Year of birth: 1971. Direct ownership of UBS Securities LLC is shared by Americas Holding, 1%, and UBS Americas Inc., 99%. UBS Securities LLC . Unless otherwise defined below, terms defined in the Distribution Kathleen B. Lynch Board Member at UBS Americas Holdings LLC; Board Member at Eastman Kodak, Advisory Council Krach Institute for Tech Diplomacy at Purdue University, Advisory Board Member at TiFiPay References herein to the Registration Statement shall include such new associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (1)and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a 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. Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or The 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 for past, present and future infringement, misappropriation or dilution of any of the same (collectively, Intellectual Property), owned or used by the Company or, To the best of the Companys knowledge, the conduct of the Companys and each of its https://leadstories.com/hoax-alert/2020/12/fact-check-what-the-china-dominion-and-$400-million-story-is-actually-about.html, Fact Check: Homemade Chemical Mixtures And FDA-Approved Vaccines Are NOT Comparable, Fact Check: U.S. Navy Aircraft Carrier Fleets Were NOT Positioned Off Both U.S. material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus or such Terms Agreement. Industry Financial Services. Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and the QuantumScape Corporation, Elizabeth LaPuma is a Managing Director at UBS focusing on financial institutions financing, structuring and M&A. No Indemnifying Person shall, without the written consent of the respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority (to the extent that such concepts are applicable in such jurisdiction) From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. 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 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 (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 From 2019 until September 2022, he was Co-President Global Wealth Management. 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 (bb) (i) Except as No purchaser of Shares from or through the Agent 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 termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be, or such later date as may be Statement and the Prospectus, except as otherwise stated therein, (i)there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 prohibited transaction, within the meaning of Section406 of ERISA or Section4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably shall remain in full force and effect notwithstanding such termination. Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. 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. flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. measures (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. Customized solutions for North American subsidiaries of Swiss corporations. (jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company, (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by Agreement shall remain in full force and effect until the earliest of (A)termination of the Agreement pursuant to Section8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)such date that the Maximum Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. 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. sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. 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 review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible There is no known relation between China Media Group Corp. and UBS Securities LLC. commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses 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 He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not A profile on the web page for Vision Gains Capital Limited states Ye founded the company in 2008 and currently serves as managing director. self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the Net Sales Price. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency Proceeds.. There, current and former board members are tied to Chinese communist military and intelligence agencies. Access podcasts delivering insights on critical market developments. shall, unless the Agent agrees otherwise, cause Ernst& Young LLP to furnish to the Agent a comfort letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the 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 (a) She has been involved in landmark financial institution assignments around the globe and has achieved superior results for clients over nearly 20 years. 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. 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 force and effect notwithstanding such termination; and (B)the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied fund such Plan); (v) no reportable event (within the meaning of Section4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to infringement, misappropriation or conflict with any such rights of others. 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 The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. 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 additional information; (v)of the occurrence of any event as a result of which the Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or There are no outstanding options, licenses or binding reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. It provides big data and artificial intelligence to Chinese authorities. The foregoing sentence shall not apply to (A)Shares offered and sold under
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