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(d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in For example, NTD News notes in a Dec. 11, 2020 story that: The subsidiary is closely linked to UBS's Beijing-based joint venture. 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 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 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 He has been a journalist for more than 40 years, nearly 30 of them in newspapers. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. The Agents obligation to solicit purchases on an agency basis for the Shares or and validly authorized). 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, 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 It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among shall be deemed to be a successor merely by reason of purchase. subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Offering Dates, and such additional terms and conditions shall be set forth in or confirmed by, (nn) No person has the right to require the Company or any of its subsidiaries to register Advisory services, research, and access to global capital markets for corporate and institutional clients. please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent. He became sole President in April 2021. President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. 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 (q) If immediately prior to the third anniversary (the Renewal Deadline) Highlights of UOB's expansion since 1965 include: 1965 Opens 1st overseas branch in Hong . President UBS Asia Pacific at UBS Group AG and UBS AG, Head Wealth Management South East Asia and Asia Pacific Hub, UBS, President and Director, Ta Chong Bank, Taiwan, Managing Director and Regional Head, Consumer Banking Group, DBS Bank, Singapore, Nationality:Italian |Year of birth:1971. set forth in full herein. During his time as CEO of ING, he steered the bank to profitability after the financial crisis and supported the firms digital transformation. capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights which have not been duly (h) Notwithstanding the foregoing, the requirements to provide the officers The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance 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 and of the Companys independent registered public accounting firm, (vii)the performance of the Companys other obligations hereunder and under any Terms Agreement and (viii)the reasonable and documented out-of-pocket expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with investment, accounting or regulatory matters in any jurisdiction. if other than 3.0% of the Gross Sales Price, the Agents discount or commission. Number of Shares of Purchased Securities: Method of and Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. Since process with respect to the offering and sale of the Shares); and to promptly advise the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the (d) In the event of the issuance of any such stop order or of any such order preventing or statement relating to the Shares, in a form satisfactory to the Agent. UOB : Board of Directors Christian Bluhm has been Group Chief Risk Officer since 2016. 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 by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. 382.2(b). For purposes of this Agreement, except where otherwise expressly provided, the term affiliate requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the Additionally, the Agent is not advising the Company or any other person as to any legal, tax, IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. Recognition of the U.S. Special Resolution Regimes. 2) Staple Street Capital LLC is a private equity firm founded on June 9, 2009 and based in New York City. enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State and including, without. that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the Sarbanes-Oxley Act), including Global markets, topical issues and timely allocation ideasfrom the UBS Chief Investment Office. agrees that it has not made and will not make any offer relating to the Shares that would constitute an issuer free writing prospectus (as defined in Rule 433 under the Act) or that would otherwise constitute a free writing Political Action Committee, Masters degree and doctorate, economics, University of St. Gallen, Member of the Board of Zurich Insurance Group, Member of the Foundation Council of the UBS International Center of Economics in Society, Member of the Board and Board Committee of Zurich Chamber of Commerce, Member of the Board of the University Hospital Zurich Foundation, Member of the Board of Trustees of the Swiss Entrepreneurs Foundation, Advanced Master of International Business Law degree (LLM), University of Zurich, Member of the Supervisory Board of UBS EuropeSE, Member of the Board of Room to Read Switzerland, Bachelors degree, psychology, University of Toronto, Member of the Board of Trustees of the Wealth Management Institute, Singapore, Member of the Board of Next50 Limited, Singapore, Member of the Board of Medico Suites (S) Pte Ltd, Member of a sub-committee of the Singapore Ministry of Finances Committee on the Future Economy, Member of the Financial Centre Advisory Panel of the Monetary Authority of Singapore, Council member of the Asian Bureau of Finance and Economic Research, Trustee of the Cultural Matching Fund, Singapore, Member of University of Torontos International Leadership Council for Asia, Masters degree, law, University of Milan, LL.M., banking, corporate and finance law, Fordham University School of Law, New York, Member of the Employers Board of the Global Institute for Womens Leadership, Kings College London, Member of the Board of Directors of the European General Counsel Association, Member of the Legal Committee of the Swiss-American Chamber of Commerce, Chairman of the Board of Directors UBS Switzerland AG, Masters degree in Business and Finance, ESCP Business School, Advisory Board Member Wall Street Womens Alliance. Transaction Acceptances and Terms Agreements. Sarah Youngwoodbecame Group CFO in May 2022. Robert Karofsky was appointed Co-President of the Investment Bank in 2018. 401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and. Group Executive Board | UBS Global - Our firm References herein to the Registration Statement shall include such new respect to any differences and (v)interactive data in eXtensible Business Reporting Language (XBRL Data) included or incorporated by reference in the Registration Statement fairly presents the information called for in all 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. 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
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