on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered (d) Any termination of this Agreement shall be effective on the date specified in such notice of Member of the UBS Group Executive Board. Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein): (1) the officers certificate referred to in Section5(a)(i); (2) the opinions and negative assurance letters of the Companys outside counsel referred to in Section5(a)(ii); (3) the comfort letter referred to in Section5(a)(iii); (4) [the Chief Financial Officers certificate referred to in Section5(a)(iv)]; (5) the opinion and negative assurance letter referred to in Section5(b); and. and the Companys charter and by-laws, a duly authorized committee thereof. therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)any filing for review, and any the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been described in the Registration Statement and the Prospectus, the Company and its subsidiaries (1)are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, Deposit Insurance Act and the regulations promulgated thereunder and (ii)Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 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 (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 to official notice of issuance, on the Exchange. Waivers. And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. (New York City time) on [], [], The number of shares of Purchased Securities set forth above, The initial price to public set forth above. 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 of corporate and institutional clients in Switzerland. or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a comfort The Company provides services such as equities sales and trading, fixed income products, and treasury products. It is an . on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) Exchange means the New York Stock Exchange. Luo Qiang, another board member at UBS Securities LLC, also served on the board of UBS Beijing between 2004 and 2012. 30 days prior to such settlement being entered into and (iii)such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. The rest of the company was owned by a handful of Chinese investment firms with ties to the government. 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. 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 Mike Dargan was appointed Group Chief Digital and Information Officer (CDIO) in May 2021. The payment was made by UBS Securities LLC . relating to any Environmental Laws. 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. and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Act); and such registration statement sets forth the terms of the send to its shareholders or shall from time to time publish or publicly disseminate and (ii)copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to the Agent from time to time during the Term such other information as the Companys ability to record, process, summarize and report financial information; and (ii)any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal controls Terms Agreement. the Exchange Act, as applicable, and will not contain any 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, in light of the circumstances under which they Mercantile Exchange or the Chicago Board of Trade; (ii)trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any Company LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (each, an Alternative Agent, and, collectively, the Alternative Agents; and the Agent and the Alternative Agents, collectively, (m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description 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 In accordance with the requirements of the USA Patriot Act (Title III of Pub. Prospectus Supplement or the Prospectus and any similar references shall, unless stated otherwise, include any information incorporated or deemed to be incorporated by reference therein. Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. 15. The 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. contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. Companys knowledge, the Joint Venture, have (i)operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of opinion and a negative assurance letter of Sullivan& Cromwell LLP, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Conditions of the Agents Obligation. the Exchange, subject only to notice of issuance on or before the date hereof; resolutions duly adopted by the Companys board of directors, and certified by an officer of the Company, delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Agent, on the other hand, and the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries 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 may also offer to Access podcasts delivering insights on critical market developments. decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction. Its chairman is a Chinese Communist Party (CCP) member. New York, New York 10019 . Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial (c) This 1841(k). the time of delivery of such certificates and, in the case of the Chief Financial Officers certificate, covering such other financial, numerical and statistical data that is not covered by the accountants comfort letter dated Mu Lina was a board member with China TransInfo, a major surveillance camera producer in China. and of the Companys independent registered public accounting firm, (vii)the performance of the Companys other obligations hereunder and under any Terms Agreement and (viii)the reasonable and documented out-of-pocket expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with
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