We hereby consent to the references to UBS Securities LLC in the Registration Statement of Redback Networks Inc. on Form S-4 (File No. According to the profile, he went on to hold senior posts such as director of China affairs of the Securities and Futures Commission of Hong Kong from August 2001 to October 2007. Bloomberg Business of Sports lets you follow the money in the world of sports, reporting on trades, salaries, endorsements, contracts and collective bargaining. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority (to the extent that such concepts are applicable in such jurisdiction) under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and San Jose, California 95134 . 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 The further opening up of China's financial sector represents great opportunities for our China businesses, including investment banking, wealth management and asset management. The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities 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. He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or Notices. 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 the Act (such transactions are hereinafter referred to as At the Market Offerings) and (B)such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and Martire was a member of the Board of Directors of J. Alexander's Holdings, Inc. from 2015 to 2021, where he served as Lead Independent Director from 2019 to 2021. (y)does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 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 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 And we want to stand out as a winner in our industry: for our expertise, advice and execution, our contribution to society, our work environment and our business success. (collectively, Environmental Laws); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective The representations and warranties of the Company in the Agreements are true and correct on and as of the date hereof as though made on and Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. The Company provides services such as equities sales and trading, fixed income products, and treasury products. which the Agent reasonably objects, unless the Companys legal counsel has advised the Company that use or filing of such document is required by law; and the Company will not use or file any such proposed, amendment or supplement to which the Board Member - UBS Americas Holding LLC - LinkedIn deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. 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 In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant 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 information specified in Section9(b)). the Agent. Governing Law. Musk Made a Mess at Twitter. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably below. The Company will take all U.S.C. 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. We concentrate on developing long-term relationships through a commitment to quality client service. Members of the Board: 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 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 flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly in all material respects the or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agent in connection with the offering of the Shares; No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or View or download our current and archived financial reports. (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with $400,000,000 (the Maximum Amount). statement relating to the Shares, in a form satisfactory to the Agent. 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 Under the leadership of the Group CEO, the GEB was comprised of 12 members as of 31 December 2021 and has executive management responsibility for the steering of the Group and its business. UBS Americas Inc.; UBS Securities LLC; UBS Financial Services Inc.; UBS Bank USA; UBS Business Solutions US LLC; UBS AG Stamford Branch; and UBS AG New York (787 7th Ave.) WMA Branch (the "New York 787 Branch"). Member of SIPC. Just saying that for my conspiracy theory fans. requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and 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 What We Know: Dominion Voting Systems and UBS Securities (m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. The Company further covenants and agrees with the Agent as follows: (a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and 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 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 issue and sell through the Agent, and the Agent shall not be obligated to place, the Shares proposed to be sold pursuant to such Agency Transaction on such Offering Date, unless the Company and the Agent otherwise agree in writing. offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. The Company does not own or control, directly or indirectly, any The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, 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 Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to which has constituted or which would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. The Company and its subsidiaries maintain systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Commission) a registration statement on Form S-3 (No. parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. or made by the Company on any class of capital stock (other than regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights which have not been duly material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus or such Terms Agreement. (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the (b) The agreements of any kind relating to the Company Intellectual Property owned or purported to be owned by the Company and any of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, that are required 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 She joined UBS from the Federal Reserve Bank of New York, where she was COO and First Vice President. 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. performed solely for the benefit of the Agent and shall not be on behalf of the Company. 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. The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export 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 been received by the Company; (B)the Prospectus shall have been timely filed with the Commission under the Act; (C)all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent;