Nothing in this Agreement or any Terms Agreement is intended or shall By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. But some supporters of President Trump's disproven election vote conspiracies incorrectly attribute the purchase to the Chinese subsidiary, UBS Securities Co, Ltd. 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 set forth in full herein. (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 (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that and prior to the delivery to the Company of the latest Transaction Acceptance. According to U.S. Securities and Exchange Commission (SEC) documents, which can be found here, here, here and here, the U.S.-based UBS Securities LLC bought from Staple Street Capital $200 million of shares in December 2014 and $400 million on October 8, 2020, less than a month before the U.S. presidential election. 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 Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its 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 Special Resolution Regime means each of (i)the Federal Mr. Luo has held senior positions in the Government of Changsha, Hunan province for the past 20 years and he is now currently the Secretariat to the Changsha Government. currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiarys capital stock, from statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged 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 After starting her career at McKinsey & Company, Ms. Hassan held various business transformation, strategy, and client experience leadership roles at Charles Schwab Corporation. There is no value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. Company shall not be required to qualify as a foreign corporation, become a dealer of securities, or become subject to taxation in, or to consent to the service of process under the laws of, any such state or other jurisdictions (except service of 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 : Arthur Brice is a fact checker at Lead Stories. Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to (tt) All of the Shares that have been or may be sold under this Agreement and any Terms Agreement have been approved for listing, subject only In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant were made, not misleading. 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 Additionally, the Agent is not advising the Company or any other person as to any legal, tax, The listing for the subsidiary's executives has changed, too. 2.1.3. In New York, three out of four UBS board members are Chinese. of articles and information from and to the foreign country to parties not of the foreign country. (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, 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. There, current and former board members are tied to Chinese communist military and intelligence agencies. customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its access to same, except for those that have been remedied without material cost or liability, and (B)no material incidents under internal review or investigations relating to the same. One of them, Ye Xiang, also served on board of the other subsidiary, UBS Securities Co. Ltd (based in Beijing). (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 Section412 of the Code or Section302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without The Chinese government's decision to allow foreign companies to take up to 51 per cent in securities joint ventures is another important step in the opening up of China's markets. The Board of Directors of UBS Bank USA comprises the following members: Rosemary T. Berkery, Chairman, UBS Bank USA . Ms. Levi began her corporate career with Novartis Group in 2004 and worked there for 16 years, holding a number of senior legal roles across Europe. delivery by the Company of a Terms Agreement shall be deemed to be (i)an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto 10. data is accurate and fairly presented in all material respects and (b)the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D] hereto have been based on or derived from information any document incorporated by reference therein that are not so filed as exhibits or so described as required. Mike Dargan was appointed Group Chief Digital and Information Officer (CDIO) in May 2021. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to C.F.R. She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. sources as agreed upon by the Company and the Agent. 6(d), dated the date such Transaction Proposal is delivered or Terms Agreement is executed, which date shall be deemed to a Bring-Down Delivery Date. otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. pursuant to, any indenture, mortgage, deed of trust, loan agreement or other 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 (6) such other documents as the Agent shall reasonably request. Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . pending Agency Transactions or Principal Transactions, the Company will not, without (A)giving the Agent at least three Exchange Business Days prior written notice specifying the nature of the proposed sale and the date of such proposed and negative assurance statements, of Sullivan& Cromwell LLP, counsel to the Agent, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request. prospectus (as defined in Rule 405 under the Act). (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and the Agent shall enter into an agreement in accordance with Section2 hereof regarding the 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 From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall This is the sixth matter arising from the Enforcement Division's ETP . Ms. Harford has been the UBS GEB Lead for Sustainability and Impact since May 2021. registration statement, as amended at the time of such registration statements effectiveness for purposes of Section11 of the Act, as such section applies to the Agent, including (1)all documents filed as a part thereof or option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of ClassA Common Stock or other equity If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf 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 contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by reference therein or described in the Registration Statement or the Prospectus or Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. There are no outstanding options, licenses or binding Suni Harford was appointed President Asset Management in 2019 and is the Chair of UBS Optimus Foundation. the Company shall calculate the average daily trading volume (as defined under ADTV by Rule 100 of Regulation M under the Exchange Act) of the ClassA Common Stock based on market data provided by Bloomberg L.P. or such other 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. 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 It was established in 2006, and UBS and partner International Finance Corp. bought a combined 24.9% share of the company in 2007. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon Certain Defined Terms. 1285 Avenue of the Americas . 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 1) UBS is a Swiss investment bank and financial services company with around $1 trillion in assets that says it provides services in more than 50 countries. maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, and (ii)there have been (A)no breaches, violations, outages or unauthorized uses of or capital stock upon the exercise of warrants to purchase shares of the Companys capital stock that are described in the Registration Statement and the Prospectus, (C)the repurchase of shares of capital stock upon termination of the in Rule 405 under the Act. suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Companys rights or any of its subsidiaries rights in or to any of the Company Intellectual Property. 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 In both roles, she was a member of that companys executive committee. 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 threatening of any proceeding for that purpose, pursuant to Section8A of the Act; (iii)of the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; 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, 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. Exhibit 99.10 . connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making 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 UBS Group AG lifted its position in shares of Encompass Health Co. (NYSE:EHC - Get Rating) by 4.3% during the 3rd quarter, according to its most recent disclosure with the Securities & Exchange . No reason was cited for the purported mass resignation. Sarah Youngwoodbecame Group CFO in May 2022. Based on the Companys most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Companys internal control over financial reporting. shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section9(a) or 9(b) above, such person (the Indemnified Person) shall promptly notify the person against The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any 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 self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the Net Sales Price. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency 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