of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. hereto, certifying as to certain financial, numerical and statistical data not covered by the comfort letter referred to in Section5(a)(iii) hereof; evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on 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 regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties. Group Chief Risk Officer of UBS Group AG and Chief Risk Officer of UBS AG, Spokesman of the Executive Board, FMS Wertmanagement, Chief Risk & Financial Officer, FMS Wertmanagement, Managing Director, Credit Risk Management (Switzerland and Private Banking worldwide), Credit Suisse, Head Credit Risk Management Analytics & Instruments, Credit Suisse, Head of Credit Portfolio Management, Credit Suisse, Head Structured Finance Analytics, Group Credit Portfolio Management, Hypovereinsbank, Group Chief Digital and Information Officer, Nationality:British |Year of birth:1977. or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B)no injunction or order of any federal, state or foreign court as of this date; 2. References herein to the Registration Statement shall include such new Amendments or In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the Each of the provisions of the Distribution Agreement not specifically related to By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. 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. The Company and the Agent agree as follows: (a) If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to 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 Indemnifying Person; or (iv)the named parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be She joined UBS from the Federal Reserve Bank of New York, where she was COO and First Vice President. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, single given day, and the Company shall in no event request that more than one Agent offer to sell, solicit offers to buy or sell Shares on the same day. 11. 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. delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to 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 (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any Job Associate Director, UBS Securities LLC. corporate officers of the Company and representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the Companys ability to record, process, summarize and report financial information; and (ii)any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal controls UBS | UBS Group AG Company Profile & Executives - WSJ Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. (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 George Athanasopoulos Co-Head Global Markets Head of Global Family and Institutional Wealth. The Company has not knowingly granted, and there is no and has been no policy or practice of the (d) In the event of the issuance of any such stop order or of any such order preventing or The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export 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 a discount shall be set forth in the applicable Terms Agreement. (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms 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 No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably Group Executive Board | UBS Global - Our firm therein, 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 cashless exercises or settlements) of stock options or restricted stock He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance and the fourth quarter of such fiscal year. untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the Statement will not constitute a Bring-Down Delivery Date. 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. Let us know!. Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, including controls and procedures Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A anti-corruption laws. 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 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 The Companys auditors and the Audit Committee of the Board of Directors of the behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated or reported on any other financial statements included or incorporated by reference in the Registration Statement or the Prospectus is an independent registered public accounting firm with respect to the Company and its subsidiaries or other The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. (z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all 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. Naureen Hassan was appointed President UBS Americas and CEO of UBS Americas Holding LLC in October 2022. Investment capabilities across traditional and alternative asset classes for private clients, intermediaries and institutional investors. Jury Trial. (x) The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any 252.81, 47.2 or 382.1, as applicable. In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. 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 Jason Barron Co-Head Global Markets . The Securities and Exchange Commission today filed a settled action against UBS Financial Services Inc. for compliance failures relating to sales of a volatility linked exchange-traded product (ETP). 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 Counterparts may be delivered via 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 (n) Neither the Company nor any of its subsidiaries (other than the 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 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 U.S.C. of the Company and its subsidiaries, and, to the Companys knowledge, each of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in Note: if reading this fact check makes you want to contact us to complain about bias, please check out our Red feed first. export and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export and import included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly in all material respects the Fact Check: What The Story About China, Dominion and $400 Million Is send to its shareholders or shall from time to time publish or publicly disseminate and (ii)copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to the Agent from time to time during the Term such other information as the 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. In 2014, UBS increased its ownership from 20% to 24.9% by buying out International Finance Corp.'s shares. . limitation, the designation as a specially designated national or blocked person), the United Nations Security Council (UNSC), the European Union, Her 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 PDF UBS Group AG - Federal Reserve statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold has the meaning set forth in Rule 405 under Act; the term business day means any day other than a day on which banks are permitted or required to be closed in New York City; and the term subsidiary has the meaning set forth of corporate and institutional clients in Switzerland. (a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has For purposes of this Agreement, except where otherwise expressly provided, the term affiliate subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries UBS Group AG Acquires 3,955 Shares of Nexstar Media Group, Inc. (NASDAQ The listing for the subsidiary's executives has changed, too. Board Member - UBS Americas Holding LLC - LinkedIn The Company and its subsidiaries (other than the Joint Venture) and, to the Companys