short-term debt or long-term debt (except for borrowings and the 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 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. with any such limitations shall be the sole responsibility of the Company. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Nothing in this Agreement or any Terms Agreement is intended or shall relied on the waiver under this Section6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; a comfort letter from Ernst& Young LLP, addressed to the Agent and dated the date of this respect to such transaction. 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, 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 Except where the context otherwise requires, Registration Statement, as used herein, means the from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. 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 333-266419) (the registration statement) for the registration of the Shares Agency Settlement Date (as defined below)) against delivery of such Shares to the Agents account, or an account of the Agents designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System The Company will take all The Agents obligation to solicit purchases on an agency basis for the Shares or Just saying that for my conspiracy theory fans. 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 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 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. (vv) Any certificate signed by 252.81, 47.2 or 382.1, as applicable. Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case, 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 1996 Salomon Brothers Inc 1987 - 1989 Skills Hedge Funds, Investments, Board of Directors, Capital Markets, Private Equity, Fixed Income, Equities, Valuation, Investment Banking, . UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the anti-corruption law; or (iv)made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms 5. The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. 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. appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. George Athanasopoulos Co-Head Global Markets Head of Global Family and Institutional Wealth. on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered Additionally, the Agent is not advising the Company or any other person as to any legal, tax, In compliance with the June 24, 2020 guidance of the SEC's Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US . offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. 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. as of this date; 2. (b) The Agent agrees to indemnify and The headings herein and in any Terms Agreement are included for convenience of ClassA In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the (f) To make available to the Agent at its offices in New York City, without charge, as shall be amended or supplemented (including, except as noted in the proviso at the end of this Section6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)the 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. 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 inappropriate due to actual or potential differing interests between them. 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 improper payment or benefit. The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. The Company represents and On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day subsidiaries respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others. That would be a hedge fund investment. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf 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. authorized, executed and delivered by the Company. 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 actions or claims and has not violated and is not in violation of any laws, and (iii)except as disclosed in the Registration Statement and the Prospectus, no event or series of events has occurred relating to the Joint Venture that, (h) Notwithstanding the foregoing, the requirements to provide the officers of America, Inc., Volkswagen Group of America Investments, LLC and the Joint Venture, and related ancillary agreements entered into as of such dates; (ii)the Joint Venture has incurred no material liabilities, is not subject to any legal Common Stock, par value $0.0001 per share. 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 doubt, prior to its business combination with Kensington Capital Acquisition Corp.), its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture did not receive, any notice of any material claim of UBS Group AG lifted its position in shares of Encompass Health Co. (NYSE:EHC - Get Rating) by 4.3% during the 3rd quarter, according to its most recent disclosure with the Securities & Exchange . Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)above, a Bring-Down Delivery Date), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent thereof contained in the Registration Statement and the Prospectus. 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 Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement or the Prospectus as amended and supplemented to the time of such Ms. Levi began her corporate career with Novartis Group in 2004 and worked there for 16 years, holding a number of senior legal roles across Europe. But some supporters of President Trump's disproven election vote conspiracies incorrectly attribute the purchase to the Chinese subsidiary, UBS Securities Co, Ltd. information specified in Section9(b)). 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 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 subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that 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 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. aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration (g) The Company agrees that, during the term of this Agreement, any offer to sell, any relating to any Environmental Laws. (collectively, Environmental Laws); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective control persons, if any, shall be designated in writing by the Company. There is no 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 that the Company or any of its. 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 Statement will not constitute a Bring-Down Delivery Date. limitation, the designation as a specially designated national or blocked person), the United Nations Security Council (UNSC), the European Union, Her subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture. Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section5(a)(ii) or Robert Karofsky was appointed Co-President of the Investment Bank in 2018. (a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a 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 and validly authorized). or authorization will not be renewed in the ordinary course. 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 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 (dd) The Company and its subsidiaries maintain an effective system of disclosure As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and 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 (l) over financial reporting. 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 whom such indemnification may be sought (the Indemnifying Person) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section9 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 He previously served as Executive Vice Chairman and Head of UBS Securities, LLC's Investment Bank for the Americas from February 2017 to September 2018. Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. (p) The Company consents to the Agent trading in the ClassA Common Stock for the Agents own account and for the account of its terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares Before joining UBS, he acquired know-how in investment banking as an analyst and trader, working for various financial institutions such as Morgan Stanley, Deutsche Bank, and AllianceBernstein. And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. of its subsidiaries has (i)received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)any reason to believe customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its Stamford, CT 06902 United States She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as designed to ensure that such information is accumulated and communicated to the Companys management as appropriate to allow timely decisions regarding required disclosure. been suspended. (vii)there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be shall be deemed to be a successor merely by reason of purchase. Musk Made a Mess at Twitter. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. Certain Defined Terms. Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the ClassA Common Stock on the Exchange shall not have Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand 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 This Agreement and any Terms Agreement may be signed in transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 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 President of the Executive Board, UBS Business Solutions AG, CIOfor Corporate and Institutional Banking, Standard Chartered Bank, Global Group Technology and Operations Head forGlobal Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, CIOfor Financial Markets, Standard Chartered Bank, Global Head of Strategy and Corporate M&A, Global Markets, Standard Chartered Bank, Head Corporate Strategy & M&A,EMEAand Pacific Rim, Merrill Lynch, Head of Corporate and Institutional Banking Practice, Asia Pacific, Oliver Wyman, Nationality:American (US) |Year of birth:1962.
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