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The company, which sells electronic voting hardware and software and operates in 28 states, has been at the center of disproven allegations that its equipment was used to flip votes from President Trump to Joe Biden in the November 3, 2020 presidential election. Lead Stories has been unable to verify the report, but the reported changes in leadership in China also may have occurred in the New York subsidiary because a business profile by Bloomberg for UBS Securities LLC that on December 9, 2020 listed Luo, Ye and Mu as directors no longer listed them on December 11, 2020. San Jose, California 95134 . No purchaser of Shares from or through the Agent 252.81, 47.2 or 382.1, as applicable. The payment was made by UBS Securities LLC . Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. The Company provides services such as equities sales and trading, fixed income products, and treasury products. the Registration Statement and the Prospectus, (i)trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible November25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture have not received, and prior to November25, 2020, QuantumScape Corporation (for the avoidance of York. certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a The headings herein and in any Terms Agreement are included for convenience of No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Board of Directors . Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. Amendments or place and at the purchase price set forth in the Schedule hereto. Number of Shares of Purchased Securities: Method of and Agent, the Agents commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%, of the actual sales price of such Shares (the Gross Sales Price), which agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are 4. would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its 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. The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arms length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in 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. UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi)of the receipt by the Company of any notice of objection of the Commission that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. extensions, counterparts and reexaminations thereof), patent applications (including provisional applications), discoveries and inventions; trademarks, service marks, trade names, logos, Internet domain names and other indicia of origin and all or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the (a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a (f) Each of the Company and its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws). (ee) that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to Learn more about the Board Directors and the Committees they provide leadership for. Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. considerations referred to in Section9(d) above. and its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. (c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. 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. 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 writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section2(b) below) no later than the opening of trading on the immediately offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the U.S.C. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Ms. Harford has been the UBS GEB Lead for Sustainability and Impact since May 2021. Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its Edmund Koh has been President UBS Asia Pacific since 2019. 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 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 reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)the Agent and its affiliates, directors and officers and its control persons, if any, or (B)the Company, its directors, between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May13, 2021, December17, 2021 and September27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall Common Stock, par value $0.0001 per share. be expected to result in a material liability to the Company or its subsidiaries; (iii)for each Plan that is subject to the funding rules of Section412 of the Code or Section302 of ERISA, the minimum funding standard of 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. 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. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)the Indemnifying Person has failed within a reasonable time to retain 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. sources as agreed upon by the Company and the Agent. By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. (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 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 calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, Commissions rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement datedFebruary 28, 2023 (the Distribution Agreement) between the Company Ye has extensive experience working in the financial, banking and regulation sectors in China and Hong Kong. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been Some board members serve the company in New York and Beijing at the same time. . including the documents incorporated by reference therein as of the date of such prospectus; Prospectus Supplement means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the Commission 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 (b) The Agent agrees to indemnify and 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 (e) The escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, solely in the case of events and conditions described in this clause (iv), in the Agents judgment, is The listing for the subsidiary's executives has changed, too. The Board of Executive Officers is responsible for meeting and enforcing the Bylaws, the resolutions of the General Shareholders' Meeting and the Board of Directors and performing the duties defined by the Board, always observing the principles of good banking technique and good corporate governance practices. Company and its consolidated subsidiaries is included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the the Agents capacity as agent, and, in either case, the Company will, subject to Section4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange corporation (the Company), confirms its agreement with UBS Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section1(a) below) (you or the Agent), with IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant and (D)no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. meaning of Section27A of the Act and Section21E of the Exchange Act) contained or incorporated by reference in the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed their respective contractual obligations and all applicable Company policies (internal and posted) related to privacy and data security applicable to the Companys, and its subsidiaries, collection, use, processing, handling, transfer, (ll) No subsidiary of the Company is Prospectus means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) UBS Securities LLC. delivered or filed on the Commissions Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, EDGAR)) to the Agent via e-mail in The Company and the Agent agree as follows: (a) During his term as Group Chairman and CEO, the Bank's network expanded from 75 to more than 500 branches and offices globally and its assets increased from $2.8 billion to more than $253 billion through his pursuit of disciplined and sustainable growth. any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or automatic shelf registration statement or such new shelf registration statement, as the case may be. Agency Settlement Date (as defined below)) against delivery of such Shares to the Agents account, or an account of the Agents designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or He spent 11 Years as an executive editor and executive producer at CNN. 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 Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to (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 designed to ensure that such information is accumulated and communicated to the Companys management as appropriate to allow timely decisions regarding required disclosure. As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and UBS Securities LLC operates as the investment banking division of UBS, providing investment and broker-dealer services worldwide. (email: savvaj@sullcrom.com); and Transaction Acceptances shall be. References Mr. Khan joined Ernst & Young (EY) in 2001, holding many leadership positions and becoming the youngest ever partner of the firms Swiss arm; when leavingEY, he was lead auditor of UBS. (e) (i) No order value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration Statement) as the Agent may reasonably request subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. 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 47.3(b); or. 6. or authorization will not be renewed in the ordinary course. 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 Agreement, the parties hereto agree that the Agents obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Act) shall be entitled to Company have been advised of: (i)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)the qualification of the Shares for offering and of any Agency Transaction or Terms Agreement, the Company shall (i)indemnify and hold harmless the Agent and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses arising from or as a result Lead Stories also was unable to find any official information about the third possible Chinese national previously listed by Bloomberg as being on the board of UBS Securities LLC: Luo Qiang. the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. The Company and its subsidiaries have carried out evaluations of the CONSENT OF UBS SECURITIES LLC . No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and 17. Retirement Income Security Act of 1974, as amended (ERISA), for which the Company or any member of its Controlled Group (defined as any organization which is a member of a controlled group of corporations within The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied time period required by, Rule 424(b) under the Act (without reference to Rule 424(b)(8)) and to provide copies of the Prospectus, each Prospectus Supplement, any other amendments or supplements to the Prospectus (to the extent not previously The Agents obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agent: an officers certificate signed by two officers of the Company (one of whom shall be the Chief Financial whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or 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 authorized, executed and delivered by the Company. Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Companys material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. been timely filed with the Commission under the Act; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Shares for offering or Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests of the Company or any of its subsidiaries, nor any contracts, commitments, agreements, understandings Mr. Nardone was a managing director of UBS from . if other than 3.0% of the Gross Sales Price, the Agents discount or commission. Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or In New York, three out of four UBS board members are Chinese. (qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Companys directors or 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 Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C UBS Securities is renowned for brokering deals between. (rr) No forward-looking statement (within the such settlement (x)includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and to the aggregate number and aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of