ubs securities llc board of directors

(uu) The ClassA Common Stock is an actively-traded security excepted 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 judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the Mu Lina was a board member with China TransInfo, a major surveillance camera producer in China. subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. other than in good faith. capital stock upon the exercise of warrants to purchase shares of the Companys capital stock that are described in the Registration Statement and the Prospectus, (C)the repurchase of shares of capital stock upon termination of the untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information set forth in full herein. Jason Barron Co-Head Global Markets . 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 . Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. 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 (ee) (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in The Gross Sales Price less the Agents commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or If the foregoing correctly sets forth the understanding between the Company and the Agent, shall have been approved for listing on the Exchange, subject only to notice of issuance. 2. CONSENT OF UBS SECURITIES LLC . Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto 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 It is called UBS Securities LLC. In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant In giving the 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. that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business as now conducted. The Company has not knowingly granted, and there is no and has been no policy or practice of the refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the Incorporated Documents), including, unless the context otherwise requires, the documents, if any, filed 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. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance Learn more about Mailchimp's privacy practices here. Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)the non-exclusive rights of customers, service providers, and strategic and channel partners to use the Company Intellectual Property, under which the Company or any of its subsidiaries have granted valid licenses to 382.2(b). 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, Experience UBS Securities, LLC Investment Bank 2006 . 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. 1) UBS is a Swiss investment bank and financial services company with around $1 trillion in assets that says it provides services in more than 50 countries. pursuant to a Transaction Acceptance shall be made to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the Agent at least one Exchange Business Day prior to the applicable 10. 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. BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 Please consult the sales restrictions relating to the products or services in question for further information. Naureen Hassan was appointed President UBS Americas and CEO of UBS Americas Holding LLC in October 2022. 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, Date) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of According to the profile, he went on to hold senior posts such as director of China affairs of the Securities and Futures Commission of Hong Kong from August 2001 to October 2007. 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 Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. 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 final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, If the Agent elects to terminate its 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. suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Companys rights or any of its subsidiaries rights in or to any of the Company Intellectual Property. Shares, any provisions relating to rights of, and default by, underwriters, if any, acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a Principal 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 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 with, 12 C.F.R. otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: (a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Offering Date(s) and at the relevant Time of respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such required under the Act or the Exchange Act to be described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are not so described as required and (ii)there are no statutes, regulations or (e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are 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 Delaware corporation (the Company), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February28, 2023 between the Company and each of J.P. Morgan Securities LLC, (rr) No forward-looking statement (within the as exhibits to such Incorporated Documents. Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. for the sale of such Shares and (ii)with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares. limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. The Company and the Agent waive any objection which it may solicitation of an offer to buy, or any sales of Shares pursuant to any At the Market Offering (as defined herein and within the meaning of Rule 415(a)(4) under the 1933 Act) shall only be effected by or through the Agent or an Alternative Agent. 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 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 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 UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. Representations, Warranties and Agreements of the Company. obligations pursuant to this Section8(b)(ii), the Company shall be notified promptly in writing. 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 Washington D.C., July 19, 2021 . 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 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 Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. Industry Financial Services. Member of the UBS Group Executive Board. We want to create superior value for our clients, shareholders and employees. nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act or the rules and regulations promulgated thereunder. otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject . following Exchange Business Day. Unless otherwise defined below, terms defined in the Distribution (g) To furnish or make available to the Agent during the Term (i)copies of any reports or other communications which the Company shall 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 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 Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agent shall have received the officers certificates, opinions and negative assurance 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 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 Nor is it certain that the $400 million was meant to acquire Dominion Voting Systems. (nn) No person has the right to require the Company or any of its subsidiaries to register 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. 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. 333-266419) and any post-effective amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for (e) The Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter (hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to 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. option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of ClassA Common Stock or other equity 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. disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii)there are no costs or liabilities Access podcasts delivering insights on critical market developments. UBS Americas Inc.; UBS Securities LLC; UBS Financial Services Inc.; UBS Bank USA; UBS Business Solutions US LLC; UBS AG Stamford Branch; and UBS AG New York (787 7th Ave.) WMA Branch (the "New York 787 Branch"). 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 issue and sell through the Agent, and the Agent shall not be obligated to place, the Shares proposed to be sold pursuant to such Agency Transaction on such Offering Date, unless the Company and the Agent otherwise agree in writing. 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 shall be deemed to be a successor merely by reason of purchase. 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. 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 Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total each such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section5(a)(ii) or Section5(b), as applicable, furnished to the shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. (b) Subject to the terms and conditions set forth below, the Company appoints the Agent as 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. In compliance with the June 24, 2020 guidance of the SECs 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 postal operators have temporarily suspended international mail service due to the COVID-19 pandemic. The Company and its subsidiaries (other than the Joint Venture) and, to the Companys (ll) No subsidiary of the Company is been suspended. Ames & Co for seven years. waived. the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the He also worked for China's central bank. 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; 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 improper payment or benefit. 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 a discount shall be set forth in the applicable Terms Agreement. as the indemnity set forth in paragraph (a)above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in Intellectual Property. 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 Christian Bluhm has been Group Chief Risk Officer since 2016. 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. Amendments or now or hereafter have to the laying of venue of any such suit or proceeding in such courts. 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 (y)does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. (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. by-laws, (ii)with respect to a limited or general partnership, its partnership agreement and certificate of partnership (or similar document), (iii) with respect to a limited liability company, its Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date: The representations, warranties and agreements on the part of the Company herein contained or contained in any