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 If the Agent, acting as principal, wishes to accept such proposed terms (which it may ], [To the Agents account, or the account of the Agents designee, at The Depository Trust Company via DWAC in return for (y) The Company and its subsidiaries have paid all material federal, state, local and 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 will not distribute any offering material in connection with the offer and sale of the Shares, other than the Registration Statement or the Prospectus and any amendments or supplements thereto. any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a comfort a discount shall be set forth in the applicable Terms Agreement. 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 or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Companys board of The Company further covenants and agrees with the Agent as follows: (a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and To the best of inaccurate stories, videos or images going viral on the internet. (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, You are free to change your cookies' settings in the privacy settings. U.S. There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, 11. its subsidiaries or (iii)result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i)and (iii) above, for inappropriate due to actual or potential differing interests between them. 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 Before working for DBS Bank in Singapore, Mr. Koh wasCEOfor Prudential Assurance and Alverdine Pte Ltd, both companies based in Singapore. (r) Ernst& Young LLP, whose report on the consolidated financial statements of the Prospectus Supplement or the Prospectus and any similar references shall, unless stated otherwise, include any information incorporated or deemed to be incorporated by reference therein. control persons, if any, shall be designated in writing by the Company. certify, pursuant to those certain Distribution Agreements dated February28, 2023 (the Distribution Agreements) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities transaction described in clause (i)or (ii) above is to be settled by delivery of shares of ClassA Common Stock or other securities, in cash or otherwise. 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 This website uses cookies to make sure you get the best experience on our website. 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 perform its obligations hereunder or thereunder, including the Companys issuance, sale and delivery of the Shares as provided herein and therein; and all corporate action required to be taken for the due and proper authorization, execution and anti-corruption laws. 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 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, We are here to provide quality strategies customized to your needs. That would be a hedge fund investment. However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. 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 Nationality: American (US)|Year of birth: 1971. over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a group managing director- chairman of the board : munfa, lauren k (crd#:4431011) chief compliance officer : nieto, callum (crd#:6765482) principal operations officer : sanborn, mark wilson (crd#:1805781) managing director : ubs americas holding llc : shareholder : van tassel, james c (crd#:2558212) managing director, us equities research measures (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be any officer, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company and delivered to the Agent or to counsel to the Agent pursuant to or in connection with this Agreement or any Terms Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are in Under the leadership of the Group CEO, the GEB was comprised of 12 members as of 31 December 2021 and has executive management responsibility for the steering of the Group and its business. fund such Plan); (v) no reportable event (within the meaning of Section4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to 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, You are free to change your cookies' settings in the privacy settings. (o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. inaccurate stories, videos or images going viral on the internet. 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 be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. America, Inc. (the Joint Venture) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May14, 2020, Prior to joining Consumer & Community Banking in 2016, Ms. Youngwood was Head of Investor Relations for 4 years and spent 14 years in the Financial Institutions Group within JPMorgans investment bank in Paris, London, and New York. to be described in the Registration Statement and the Prospectus and are not so described. Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable 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. Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 The New York subsidiary is a private company, so information about the shareholders is not publicly available. amendments or supplements to the Prospectus to each exchange or market on which sales were effected as may be required by the rules or regulations of such exchange or market. parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. It is an . 1841(k). Mu Lina was a board member with China TransInfo, a major surveillance camera producer in China. Except as otherwise agreed between the Company and the university, college, other educational institution or research center has any claim or right in or to any Intellectual Property that is owned or purported to be owned by the Company and its subsidiaries (other than the Joint Venture) and, to the subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B)the Company and its Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, 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
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