In October 2021, Mr. Karofsky was appointed to the additional role of UBS GEB sponsor to co-lead the AI, Data and Analytics center of expertise, along with Mike Dargan. CFO, Consumer & Community Banking and Diversity & Inclusion, incl. Learn more about Mailchimp's privacy practices here. If the foregoing correctly sets forth the understanding between the Company and the Agent, (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 From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section15 of the Act or Section20 of the Exchange Act to the same extent There is no 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 that the Company or any of its. (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms (b) The any document incorporated by reference therein that are not so filed as exhibits or so described as required. (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. material compliance with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or any similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: (a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Offering Date(s) and at the relevant Time of (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. ownership or lease of property or the conduct of their respective businesses requires such qualification (to the extent that such concepts are applicable in such jurisdiction), and have all power and authority necessary to own or hold their otherwise, cause to be furnished to Agent (A)the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional Corporation, counsel to the Company, and the written actions or claims and has not violated and is not in violation of any laws, and (iii)except as disclosed in the Registration Statement and the Prospectus, no event or series of events has occurred relating to the Joint Venture that, the meaning of Section414 of the Code) would have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but 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 4. Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. 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 Additionally, the Agent is not advising the Company or any other person as to any legal, tax, number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an Agency Transaction). 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 hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). 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 statement relating to the Shares, in a form satisfactory to the Agent. 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, 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 The Company and its subsidiaries have carried out evaluations of the Mr. Luo brings a wealth of experience and contacts in China's commercial and regulatory sector. threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries most recently completed fiscal year; or (y)a statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. After starting her career at McKinsey & Company, Ms. Hassan held various business transformation, strategy, and client experience leadership roles at Charles Schwab Corporation. 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 He also worked for China's central bank. (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 shall have been approved for listing on the Exchange, subject only to notice of issuance. to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or file any such proposed amendment or supplement to GroupCEOof UBS Group AG and President of the Executive Board of UBS AG, CEOand Chairman of the Executive Board, ING Supervisory Board member of NN Group (2014 2015); Management Board Banking and Management Board NN Group (2013 2014), Head of Network Management for Retail Banking Direct & International, ING, Global Head of the Commercial Banking network, ING, General Manager of the ING Bank branch network, ING, Nationality:German |Year of birth:1969. statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. See who is sharing it (it might even be your friends) and leave the link in the comments. The further opening up of China's financial sector represents great opportunities for our China businesses, including investment banking, wealth management and asset management. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Offering Date, (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth 1841(k). 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 of corporate and institutional clients in Switzerland. 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 Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. 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 If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a Transaction Acceptance) confirming the terms of such proposed Agency Transaction as set forth in The Company represents 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. Term and incorporated by reference in the Registration Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or set forth in full herein. Such shares are hereinafter collectively referred to as the Shares and 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. 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and The Financial Times pointed out in a December 1, 2018 story that UBS became. 382.2(b). 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. 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 therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. funds. certificate of an officer or officers, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof shall be true and correct in all respects. 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 sale in any jurisdiction, or of the initiation or. of America, Inc., Volkswagen Group of America Investments, LLC and the Joint Venture, and related ancillary agreements entered into as of such dates; (ii)the Joint Venture has incurred no material liabilities, is not subject to any legal 3) Dominion Voting Systems Inc. was founded in Canada in 2003 and incorporated in the United States on July 7, 2009. 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.