duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export (h) Notwithstanding the foregoing, the requirements to provide the officers This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon Note: if reading this fact check makes you want to contact us to complain about bias, please check out our Red feed first. limitation, the designation as a specially designated national or blocked person), the United Nations Security Council (UNSC), the European Union, Her amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of subsidiaries (other than the Joint Venture), and, to the Companys knowledge, the Joint Ventures, information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases Resolution Regime if this Agreement or any Terms Agreement were governed by the laws of the United States or a state of the United States. Get our latest market outlook from Solita Marcelli, Chief Investment Officer Americas, UBS Global Wealth Management. the Joint Venture, (A)own or possess adequate rights to use all: patents (together with any reissues, continuations, continuations-in-part, divisions, renewals, Chairman of the Board of Directors: Izumi Kobayashi Nominating Committee members: Tatsuo Kainaka (Chairman), Yoshimitsu Kobayashi, Takashi Tsukioka, Masami Yamamoto and Izumi Kobayashi Compensation Committee members: Masami Yamamoto (Chairman), Tatsuo Kainaka and Takashi Tsukioka Audit Committee members: 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 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. regulations of the Commission thereunder (collectively, the Investment Company Act) or an entity controlled by an investment company within the meaning of the Investment Company Act. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. If the foregoing is in accordance with your understanding, please sign and return to us a Spotted something? shall be deemed to be a successor merely by reason of purchase. 16. 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 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. Agent and its counsel. President UBS Americas, UBS Group AG and UBS AG, First Vice President and COO, Federal Reserve Bank of New York, Chief Digital Officer, Wealth Management, Morgan Stanley, Executive Vice President, Investor Services Segments & Platforms, Charles Schwab Corporation, Senior Vice President, Business Process Transformation, Charles Schwab Corporation, Senior Vice President, Advisor Services Client Experience & Strategic Integration, Charles Schwab Corporation, COO and Board Director, Charles Schwab Bank, Various senior positions at Charles Schwab Corporation, Business analyst and later associate principal at McKinsey & Company, Nationality:American (US) |Year of birth:1967. 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 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. References Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; an opinion and a negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional thereof contained in the Registration Statement and the Prospectus. 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. Time of sale: [] [a.m./p.m.] Counterparts. The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. 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, sources as agreed upon by the Company and the Agent. below. Mr. Martire became a director of NCR on May 31, 2018. See who is sharing it (it might even be your friends) and leave the link in the comments. Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement and (dd) The Company and its subsidiaries maintain an effective system of disclosure Global Technology, JPMorgan Chase, CFO, Consumer & Community Banking, JPMorgan Chase, Head of Investor Relations, JPMorgan Chase, Investment Bank, Financial Institutions Group, JPMorgan Chase, Paris, London and New York, Latest financial information and Annual General Meeting. (i) To generally make available to its security holders as soon as reasonably practicable, but not later than 16 months after the first day of as currently proposed to be conducted ((A) and (B)collectively, the . Notices. 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 Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, 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 of such Shares by the Agent. 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 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, counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the Act, in. All rights reserved. UBS Securities LLC . Global markets, topical issues and timely allocation ideasfrom the UBS Chief Investment Office. Sarah Youngwoodbecame Group CFO in May 2022. George Athanasopoulos Co-Head Global Markets Head of Global Family and Institutional Wealth. 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 and warrants to, and agrees with, the Agent, on and as of (i)the date hereof, (ii)each date on which the Company receives a Transaction Acceptance (the Time of Acceptance), (iii) each date on which the Company executes 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 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 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 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 (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for Act) on or after the initial effective date of the Registration Statement, or the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and deemed to be incorporated therein by reference. Among the four board members listed in a December 9, 2020 Bloomberg company profile of UBS Securities LLC are: Luo Qiang, Ye Xiang and Mu Lina.
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