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All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and 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 333-266419) and any post-effective amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. such purpose or pursuant to Section8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have 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, 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 inaccurate stories, videos or images going viral on the internet. refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the Incorporated Documents), including, unless the context otherwise requires, the documents, if any, filed (f) To make available to the Agent at its offices in New York City, without charge, as Agent and its counsel. (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by 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 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 Agent, as sales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number or with an aggregate gross 2.1.3. The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the for any such purpose; (iv)of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for The Gross Sales Price less the Agents commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act, and as of December31, 2021 and as of the last day of each of the Companys fiscal quarters The relative benefits received by the Company, on the one hand, and the 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 Number of Shares of Purchased Securities: Method of and 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. Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. (b) The Agent agrees to indemnify and or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export 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. https://www.ubs.com/geb. pursuant to Section5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with Agent unless and until the Company and the Agent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. The subsidiaries are identified by their individual names. transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 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. (c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date 252.81, 47.2 or 382.1, as applicable. (n) Neither the Company nor any of its subsidiaries (other than the (email: savvaj@sullcrom.com); and Transaction Acceptances shall be. 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 requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such Amendments or Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day 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 Investment capabilities across traditional and alternative asset classes for private clients, intermediaries and institutional investors. . 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 of its clients, as well as other information that will allow the Agent to properly identify its clients. The Company has not knowingly granted, and there is no and has been no policy or practice of the than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement or the Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section8A of the Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. No purchaser of Shares from or through the Agent (b) Each time that (i)the Registration Statement or the Prospectus Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the initiation of any proceeding for such purpose. 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 Except as otherwise set forth in the Registration Statement and the formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. a right of first refusal on behalf of the Company pursuant to the Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. Short URL: (g) (i) QSV Operations LLC, the Companys joint venture with Volkswagen Group of Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. 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 IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. 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 As an investment firm, it could have just served as a middleman, selling partnership interests of State Street Capital to UBS clients or holding it on behalf of clients through its prime broker. Board of Directors . any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. or upon the exercise of options granted thereunder. 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. 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 Indemnified Person as a result of such losses, claims, damages or liabilities (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering of The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any 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. calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Material Adverse Effect; and (iii)except as described in each of the Registration Statement and the Prospectus, (A)there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its 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, as of this date; 2. 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 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 contribution from any person who was not guilty of such fraudulent misrepresentation. UBS Securities, LLC, which is based in New York, served as the adviser between the company and its investors, who are not named. Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and the 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 Prospectus, the Company and its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries taken as a Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. (ii)the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal The Companys Registration Statement (File No. 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 as the indemnity set forth in paragraph (a)above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. (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 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 (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms None of the following events has occurred or is reasonably likely to occur: (x)a material increase in the aggregate amount of contributions required to be made to all whom such indemnification may be sought (the Indemnifying Person) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section9 Industry Financial Services. Sarah Youngwoodbecame Group CFO in May 2022. 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 Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Please select all the ways you would like to hear from Lead Stories LLC: You can unsubscribe at any time by clicking the link in the footer of our emails. There is no known relation between China Media Group Corp. and UBS Securities LLC. He has been with UBS for 40 years and held various positions across the firm, including manager of the Group-wide too-big-to-fail program, COO Wealth Management & Swiss Bank, Head Products and Services of Wealth Management & Swiss Bank, COO Asset Management, and Head Group Internal Audit. (n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no 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 Exchange Act, the Company will provide the Agent, at the Agents request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants letters and officers certificates results of its or their, as the case may be, operations and the changes in its or their, as the case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting 11. 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 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 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 repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiarys properties or assets to the Company or any other subsidiary of the Company. (6) such other documents as the Agent shall reasonably request. (e) (i) No order He spent 11 Years as an executive editor and executive producer at CNN. You can find more information under the Privacy Statement.