Download the UBS SEC Notification to read the entire communication. 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 In this episode, we hear how she became a sponge for product design, figured out how to make accessible yet high-end jewelry, and how she even relocated to China for the better part of a year to personally see to her brand's manufacturing. Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of the Agent, as applicable; provided, however, knowledge, the Joint Venture have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets and other confidential information owned, used or held for use by the Company and its 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. UBS Group AG operates under a strict dual board structure, as mandated by Swiss banking law, and therefore the BoD delegates the management of the business to the GEB. law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)but also the relative fault of the Company, on the one hand, and the Agent, on The Company or the Agent may, upon notice to the other such party by telephone (confirmed promptly by e-mail), suspend or 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 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 Pension Benefit Guaranty Corporation (PBGC), in the ordinary course and without default) in respect of a Plan (including a multiemployer plan, within the meaning of Section4001(a)(3) of ERISA); and Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in Shares, any provisions relating to rights of, and default by, underwriters, if any, acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a Principal (m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description The South China Morning Post reported on May 3, 2018 that UBS had said in a statement: China is a key market for UBS. In the event of a conflict between the terms of this Agreement and the terms of a Terms 2) Staple Street Capital LLC is a private equity firm founded on June 9, 2009 and based in New York City. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been UBS Group AG Acquires 3,955 Shares of Nexstar Media Group, Inc. (NASDAQ 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 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 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 Board of Directors | Certarus Ltd. The aggregate Gross Sales Price (as defined in Section2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall not exceed an aggregate of Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the $400,000,000 (the Maximum Amount). Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report. (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the (gg) Except as would not reasonably be expected to have a Material Adverse Effect, the 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, accordance with managements general or specific authorizations; (ii)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)access to Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or 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 (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 The relative benefits received by the Company, on the one hand, and the 2. initiation of any proceeding for such purpose. This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto 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 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 Although it's not clear they are the same person, someone named Luo Qiang is listed on a June 23, 2005 SEC document as having been appointed to the board of directors of the China Media Group Corp. (f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in to such Terms Agreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A)since the time of execution of the Terms Agreement or the respective dates as of which information is given in Board Member - UBS Americas Holding LLC - LinkedIn could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (C)none of the Company and its subsidiaries anticipates material capital expenditures case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the ClassA Common Stock on the Exchange shall not have 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 Brice was a national desk editor and reporter at The Atlanta Journal-Constitution for nearly 20 years. agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. (uu) The ClassA Common Stock is an actively-traded security excepted in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (1)and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Indemnified Person unless. UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. any document incorporated by reference therein that are not so filed as exhibits or so described as required. that is considered furnished under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration Investment capabilities across traditional and alternative asset classes for private clients, intermediaries and institutional investors. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC's Investment Bank for the Americas from February 2017 to September 2018. UBS Bank USA comprises a team of professionals, dedicated to serving the deposit and borrowing needs of affluent and high-net-worth investors. applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement Said the journalists: In total, UBS helped incorporate more than 1,000 offshore institutions for clients from China, Hong Kong or Taiwan, In response to ICIJ's questions, UBS issued a statement saying its "know-your-client" policies as well as procedures to deal with politically-sensitive clients are among "the strictest in the industry.". We concentrate on developing long-term relationships through a commitment to quality client service. The Company shall have performed and observed its covenants and other obligations hereunder and/or under any inaccurate stories, videos or images going viral on the internet. L. 107-56 (signed into law October26, 2001)), the Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall sources as agreed upon by the Company and the Agent. statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an Earnings Announcement) through and including the as may, from time to time, become standard industry practice for settlement of such a securities issuance or as agreed to by the Company and the Agent) following each Offering Date (each, an Agency Settlement Date). 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 Linda B. Bammann Stephen B. Burke Todd A. Combs James S. Crown James Dimon Timothy P. Flynn Alex Gorsky Mellody Hobson Michael A. Neal Phebe N. Novakovic (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, The Agents obligation to solicit purchases on an agency basis for the Shares or The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable, 333-108170) and in the Proxy/Prospectus/Disclosure Statement of Redback Networks Inc., which is part of the Registration Statement, under the heading The Prepackaged Plan of ReorganizationGoing Concern Valuation. 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. In her previous role, Group COO, she oversaw global functions such as technology, operations, human resources and corporate services. The Company may also offer to 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 (email: savvaj@sullcrom.com); and Transaction Acceptances shall be. See who is sharing it (it might even be your friends) and leave the link in the comments. 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 suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal.

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