ubs securities llc board of directors

To the best of the Companys knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual (p) paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been 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. any other exchange on which Company securities are traded, and (iii)each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related 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. with, 12 C.F.R. Regional Head of Markets for North Americas, Citigroup Inc. 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 Nothing in this Agreement or any Terms Agreement is intended or shall subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture. Company, threatened. Sabine Keller-Busse was appointed President Personal & Corporate Banking and President UBS Switzerland in 2021, heading the leading Universal Bank in Switzerland. The Securities and Exchange Commission today filed a settled action against UBS Financial Services Inc. for compliance failures relating to sales of a volatility linked exchange-traded product (ETP). Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. This website uses cookies to make sure you get the best experience on our website. The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. (x) The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds 401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and. Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)above, a Bring-Down Delivery Date), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent Company and its consolidated subsidiaries is included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section10(a)(3) of the Act. References herein to the Registration Statement shall include such new 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. therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i)the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto, He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. Any such separate firm for the automatic shelf registration statement or such new shelf registration statement, as the case may be. U.S. conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its President Asset Management, UBS Group AG and UBS AG, Head of Investments, Asset Management, UBS. Jury Trial. 21. (f) The Company acknowledges and agrees that (i)there can be no assurance that the Agent will be successful in selling the Shares, the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit (ll) No subsidiary of the Company is Mr. Estey is the retired Chairman of UBS Securities Canada Inc., a financial services company, and has more than 30 years of experience in financial markets. 2) Staple Street Capital LLC is a private equity firm founded on June 9, 2009 and based in New York City. 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 Ye has extensive experience working in the financial, banking and regulation sectors in China and Hong Kong. Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby Intellectual Property. Sep 2016 - Feb 20236 years 6 months. substance to the Agent. In accordance with the requirements of the USA Patriot Act (Title III of Pub. Brice was a national desk editor and reporter at The Atlanta Journal-Constitution for nearly 20 years. (q) If immediately prior to the third anniversary (the Renewal Deadline) 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 subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a Material Adverse Effect). terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. and its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. None of the following events has occurred or is reasonably likely to occur: (x)a material increase in the aggregate amount of contributions required to be made to all 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 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. agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. Such shares are hereinafter collectively referred to as the Shares and Relationship Summary for individual clients of UBS Asset Management (Americas) Inc. Online Services (US Client Account Access), Corporate & Institutional Clients Americas, Corporate & Institutional Clients (International). Terms Agreement, as the case may be, in all material respects. subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws). on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) Exchange means the New York Stock Exchange. connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. (cc) (i) Each employee benefit plan, within the meaning of Section3(3) of the Employee Commissions rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein The rest of the company was owned by a handful of Chinese investment firms with ties to the government. 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 shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). Markus Ronner has been Group Chief Compliance and Governance Officer since 2018. Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance 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 The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the and delivers a Terms Agreement, (iv)each Time of Sale (as defined in Section3(a)), (v) each Settlement Date and (vi)each Bring-Down Delivery Date (as defined in Section6(b)) (each such date listed in (i)through (vi), a or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. Group Chief Compliance and Governance Officer, UBS Group AG and UBS AG, Head Group Regulatory and Governance, UBS, Manager Group-wide too-big-to-fail program, UBS, Head Products and Services of Wealth Management & Swiss Bank, UBS, Nationality:American (US) and French |Year of birth:1974. 1285 Avenue of the Americas . a key role as middlemen in helping Chinese clients set up trusts and companies in the British Virgin Islands, Samoa and other offshore centers usually associated with hidden wealth A two-year investigation by the investigative journalists highlighted how extensive a role UBS played. 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 It assumes overall responsibility for developing the strategies of the Group, the business divisions and Group Functions, and implements the BoD approved strategies. We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. Representations, Warranties and Agreements of the Company. The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal UBS Group AG operates under a strict dual board structure, as mandated by Swiss banking law, and therefore the BoD delegates the management of the business to the GEB. repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiarys properties or assets to the Company or any other subsidiary of the Company. 12. value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. Statement and the Prospectus, except as otherwise stated therein, (i)there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or such Transaction Proposal or setting forth the modified terms for such proposed Agency Transaction as agreed by the Company and the Agent, as the case may be, whereupon such Agency Transaction shall become a binding agreement between the Company and respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this Agreement), of ClassA Common Stock, $0.0001 par except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from (iii)in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii)and (iii) above, for any such default or violation or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be, or such later date as may be practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. 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 . Amount of Shares has been sold in accordance with the terms of this Agreement, the Alternative Agreements, any Terms Agreements and any Alternative Terms Agreements and (C)the third anniversary of the date of this Agreement, in each (gg) Except as would not reasonably be expected to have a Material Adverse Effect, the soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus No, that's not accurate: A Swiss investment bank's New York subsidiary, UBS Securities LLC, in October bought $400 million in shares Dominion's parent company, Staple Street Capital LLC. sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. She has been pivotal in driving business alignment, and digital and cultural transformation, while also facilitating business growth as President UBS EMEA. subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B)the Company and its reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock (other than

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