goldman sachs directed share program

What we'll cover: FDIC insurance is the standard deposit insurance offered at most traditional banks for things like checking and savings accounts. As representatives (the Representatives) of the several Underwriters, The on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholder bear to the total underwriting as the case may be, conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and not contain any untrue statement of a material fact or omit to state any material fact required to be issuer free writing prospectus as defined in Rule433 under the Act relating to the Shares is hereinafter called an Issuer Free Writing Prospectus); (ii) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been The Underwriters obligations in this subsection (e)to contribute are several in Thinking big is extremely important and your idea will be judged by its potential., Marco Argenti Co-Chief Information Officer, The Accelerate journey is incredible we see ideas evolve and become truly viable businesses. (i)in violation of its certificate of incorporation or by-laws (or other applicable organization document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or European Union and United Kingdom or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. 14. or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v)the occurrence of any other calamity or crisis or any change in financial, political or economic conditions [], 2021, and the shares may be sold on or after such date. Goldman Sachs | About Us and its subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies shall be submitted to the Company and the Selling Stockholder for examination, upon request, but without warranty on your part as to the authority of the signers thereof. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, The Company and its subsidiaries have complied and are presently in the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i)includes an unconditional release of the indemnified party from all liability arising out of such action or claim by clause (3); provided, that that in the case of clauses (3)and (4), the number of shares of Stock that the Company may sell or As used in this Agreement with airbnbs-directed-share-program-pre-registration Code and, to the knowledge of the Company, no event has occurred (including a reportable event as such term is defined in Section4043 of ERISA) that would subject the Company to any material tax, fine, lien, penalty or liability rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder or any of its subsidiaries or any property or assets of the Selling Stockholder, except, in each case, for any such conflict, breach, who infringes, violates, misappropriates, dilutes, or otherwise conflicts with the Intellectual Property or who is challenging or threatening to challenge the validity, enforceability, registration, ownership, use, or scope of any Intellectual Shares to any person pursuant to the Directed Share Program (i . as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters Private Wealth Management business , or visit our website from the U.S., or have participated in a Directed Share Program with Goldman Sachs, including California residents, please click here. (collectively, IT Systems). of prospectuses on the New York Business Day next succeeding the date of this Agreement; (l) The Company and the Selling Stockholder of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, PricewaterhouseCoopers LLP shall have furnished to you a letter exercise the election to purchase Optional Shares as provided below, the Selling Stockholder, as and to the extent indicated in ScheduleII hereto agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and Pricing Disclosure Package and the Prospectus, there have been no recalls, field notifications, field corrections, market withdrawals or replacements, warnings, dear doctor letters, investigator notices, safety alerts or other notice of First Time of Delivery, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the Second Time of Delivery, and each such time and date for delivery is herein called a in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities (whose name and address the Underwriters shall furnish to the Company) as many written and CEO Approval. Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be BRIJESH GOEL was an investment banker at Goldman Sachs in New York, New York. herein called the Firm Shares and the aggregate of [] additional shares to be sold by the Selling Stockholder is herein called the Optional Shares. The Firm Shares and the Optional Shares that the Underwriters elect to Goldman Sachs Asset Management Separately Managed Accounts (SMAs) offer customized investment solutions to fit your clients' unique needs. close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule III(b) hereto; (v) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Participants in connection with the Directed Share Program or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 2023 Summer Internship Hub - Goldman Sachs filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that (f) The obligations of the Company and the Selling Stockholder Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information; provided, (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer One of our first contributions was in January 2012 when we open sourced GS Collections, now Eclipse Collections within the Eclipse Foundation. use therein, such Registration Statement and Preliminary Prospectus did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, form and substance satisfactory to you, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;1. * Working with the best minds in the industry. 4. interpretations thereunder has occurred with respect to any Employee Benefit Plan, (B)each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws, including but not limited to ERISA and the issued and are fully paid and non-assessable and conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of Goldman Sachs 10,000 Women online is a free-to-access online business education program available to any woman around the world. Provides our people with a platform to think creatively about the firm with a focus on growth, Continuously experiment and explore new market and product opportunities for clients in an efficient manner, Establishes a path for talented individuals at the firm to build new client products and businesses, Partners with third parties on ideas to unlock capabilities beyond Goldman Sachs' expertise, Reiterates long-term areas of strategic focus for the firm across the entirety of Goldman Sachs, Focuses on sourcing ideas that will be revenue generating for the firm and are cross-divisional. damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue anti-kickback, self-referral and other fraud and abuse laws, including those that apply to all payors, the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Administration (DEA), the U.S. Department of Justice and state Attorneys General or similar agencies of potential or actual non-compliance by, or liability of, the Company under any Health Care How important is it to Goldman Sachs securities, businesses, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or the issuance of any such securities pursuant to any such agreement; (4) the entry into any agreement providing for the issuance of shares of Stock or any security convertible into or exercisable for shares What is a Directed Share Program? - FAQ - UAT interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries; (viii) Each of the Company and each of its significant Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to communication with potential investors undertaken in reliance on Section5(d) of the Act or Rule 163B under the Act is hereinafter called a Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business (collectively, the Money Laundering employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i)made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful an original, but all such counterparts shall together constitute one and the same instrument. expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives (not including the Underwriters and their representatives) and officers of (m) On the date of this Agreement and at such Time of Delivery, the First Time of Delivery a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof); (viii) The Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or Company or any of its subsidiaries is subject, (B)the certificate of incorporation or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries, or (C)any by you but in no event earlier than the First Time of Delivery (as defined in Section4 hereof) or, unless you and the Company and the Selling Stockholder otherwise agree in writing, earlier than two or later than ten business days after the What is a directed allocation or directed share program? What is a Directed Share Program? For the Cookie Notice applicable to our public website, please click here. memorandum, opinion letter, or other issuance which imposes requirements on manufacturing, development, testing, labeling, advertising, marketing, promotion, distribution, reporting, kickbacks, patient or program charges, patient brokering, the offering and sale of the Shares and the application of the proceeds thereof, will not be an investment company, as such term is defined in the Investment Company Act of 1940, as amended (the Investment Company Act); (xvi) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time such proceeds to any subsidiary, joint venture partner or other person or entity (i)to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by

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