individually or in the aggregate, would reasonably be expected to materially impair the conduct of the Companys or its subsidiaries businesses as currently conducted and as proposed to be conducted. Job Associate Director, UBS Securities LLC. Its chairman is a Chinese Communist Party (CCP) member. No purchaser of Shares from or through the Agent GroupCEOof UBS Group AG and President of the Executive Board of UBS AG, CEOand Chairman of the Executive Board, ING Supervisory Board member of NN Group (2014 2015); Management Board Banking and Management Board NN Group (2013 2014), Head of Network Management for Retail Banking Direct & International, ING, Global Head of the Commercial Banking network, ING, General Manager of the ING Bank branch network, ING, Nationality:German |Year of birth:1969. It assumes overall responsibility for developing the strategies of the Group, the business divisions and Group Functions, and implements the BoD approved strategies. respective jurisdictions of organization (to the extent that such concepts are applicable in such jurisdiction), are duly qualified as foreign corporations to do business and are in good standing in each jurisdiction in which their respective Executive Board - Banco do Brasil RI required under the Act or the Exchange Act to be described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are not so described as required and (ii)there are no statutes, regulations or 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 thereof contained in the Registration Statement and the Prospectus. 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 below. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the Privacy and Data Security Requirements) and All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and Agreement, the Alternative Agreements, any Terms Agreement or any Alternative Terms Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Agents for a brokerage commission, finders fee or like waived. 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 Staple Street Capital III, L.P. sold $400 million in securities to UBS Securities Co., Ltd. as reveled 12:15 today, Dec. 1, by attorney Lin Wood in a cryptic tweet to a link to the sale's SEC Form D. Users on social media only saw this title, description and thumbnail: In order to better understand the issue, it is necessary to first look at the parties involved: 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. A Terms Agreement may also specify certain provisions relating to the reoffering Coasts Bracing For Unrest After Supreme Court Rejects Suit To Overturn Election, Securities and Futures Commission of Hong Kong, Verified signatory of the IFCN Code of Principles, Facebook Third-Party Fact-Checking Partner. Company pursuant to this Agreement other than (A)in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an at the market offering under Rule 415(a)(4) under doubt, prior to its business combination with Kensington Capital Acquisition Corp.), its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture did not receive, any notice of any material claim of otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Spotted something? (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. fees and other expenses incurred in connection with any suit, action or proceeding. Attention: Equity Syndicate, with a copy to Matt Albrecht (email: [***]), and, if to the Company, shall be sufficient in all respects if delivered or sent to it at QuantumScape Corporation, 1730 Technology Drive, San Jose, CA 95110, Attn: Kevin may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, or reported on any other financial statements included or incorporated by reference in the Registration Statement or the Prospectus is an independent registered public accounting firm with respect to the Company and its subsidiaries or other 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). (6) such other documents as the Agent shall reasonably request. including the documents incorporated by reference therein as of the date of such prospectus; Prospectus Supplement means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the Commission The company issued a statement November 26, 2020 denying the allegation here. Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . extensions, counterparts and reexaminations thereof), patent applications (including provisional applications), discoveries and inventions; trademarks, service marks, trade names, logos, Internet domain names and other indicia of origin and all 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 The Group CDIO organization consists of the Group Technology teams and Group Corporate Services. The Company has not knowingly granted, and there is no and has been no policy or practice of the By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. over financial reporting. 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 ownership or lease of property or the conduct of their respective businesses requires such qualification (to the extent that such concepts are applicable in such jurisdiction), and have all power and authority necessary to own or hold their (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 Notices. 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). 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 Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in a total Gross Sales Price that exceeds the Maximum Amount nor 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 UBS has not made any official announcement about changes in any of its boards of directors and its website offers no information about board changes. or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i)any untrue statement or alleged untrue statement of a material fact contained in the have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any All rights reserved. clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; provided, however, that such commission shall not apply when the Agent acts as principal, in which case such commission or Chairman of the Board of Directors: Izumi Kobayashi Nominating Committee members: Tatsuo Kainaka (Chairman), Yoshimitsu Kobayashi, Takashi Tsukioka, Masami Yamamoto and Izumi Kobayashi Compensation Committee members: Masami Yamamoto (Chairman), Tatsuo Kainaka and Takashi Tsukioka Audit Committee members: shall be amended or supplemented (including, except as noted in the proviso at the end of this Section6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)the 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. by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its Redback Networks Inc. 300 Holger Way . Ms. Harford joined UBS in 2017, bringing with her a broad experience from across the industry, including in research, client coverage and risk management, and successfully led UBS Asset Managements integrated investments capabilities, driving performance for its clients. 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. QuantumScape Corporation, a Delaware (g) The Company agrees that, during the term of this Agreement, any offer to sell, any commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses 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, 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 Prior to joining Consumer & Community Banking in 2016, Ms. Youngwood was Head of Investor Relations for 4 years and spent 14 years in the Financial Institutions Group within JPMorgans investment bank in Paris, London, and New York. disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, including controls and procedures otherwise, cause to be furnished to Agent (A)the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional Corporation, counsel to the Company, and the written the Company. You are free to change your cookies' settings in the privacy settings. event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, No Major Offer Expected on Childcare in UK Budget, Biden Gives Medal of Honor to Trailblazing Special Forces Member, Oils $128 Billion Handout as Doubts Grow About Fossil Fuels, Climate Change Is Launching a MutantSeed Space Race, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section9(d) above shall be deemed to include, subject to the IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. (h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of President of the Executive Board, UBS Business Solutions AG, CIOfor Corporate and Institutional Banking, Standard Chartered Bank, Global Group Technology and Operations Head forGlobal Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, CIOfor Financial Markets, Standard Chartered Bank, Global Head of Strategy and Corporate M&A, Global Markets, Standard Chartered Bank, Head Corporate Strategy & M&A,EMEAand Pacific Rim, Merrill Lynch, Head of Corporate and Institutional Banking Practice, Asia Pacific, Oliver Wyman, Nationality:American (US) |Year of birth:1962. Board Member - UBS Americas Holding LLC - LinkedIn the Agent. Number of Shares of Purchased Securities: Method of and This website uses cookies to make sure you get the best experience on our website. UBS Securities LLC | Directors And Boards Webinars About Us UBS Securities LLC Submitted by lisedykes on Sat, 06/11/2005 - 09:21 UBS Securities, a division of UBS AG, is a global investment banking firm and wealth manager. The Company does not own or control, directly or indirectly, any 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. property or assets of the Company or any of its subsidiaries is subject, (ii)result in any violation of the provisions of the charter or by-laws or other Organizational Documents of the Company or any of Each other independent registered public accounting firm, if any, that has certified Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. UBS Securities LLC. 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 Special Resolution Regime means each of (i)the Federal Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. entitled to indemnification pursuant to this Section9 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented Interacting . We hereby consent to the references to UBS Securities LLC in the Registration Statement of Redback Networks Inc. on Form S-4 (File No. a right of first refusal on behalf of the Company pursuant to the Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or If the foregoing is in accordance with your understanding, please sign and return to us a 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 (s) (i)The Company and its subsidiaries do not own any real property. Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter Nothing in this Agreement or any Terms Agreement is intended or shall President UBS Asia Pacific at UBS Group AG and UBS AG, Head Wealth Management South East Asia and Asia Pacific Hub, UBS, President and Director, Ta Chong Bank, Taiwan, Managing Director and Regional Head, Consumer Banking Group, DBS Bank, Singapore, Nationality:Italian |Year of birth:1971. Agent and its counsel. There is no pending or threatened action, suit, proceeding or claim by the Company or statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. Group General Counsel for UBS Group AG and UBS AG, Chief Legal Officer & External Affairs, Rio Tinto Group, Group Legal Head, M&A and Strategic Transactions, Novartis, Global General Counsel, Sandoz International GmbH, Novartis, Global Legal Head, Product Strategy & Commercialization, Novartis, Global Legal Head, TechOps, Primary Care and Established Medicines, Novartis, Head of Legal & Compliance, Region Asia-Pacific, Middle East, and African Countries, Region Group Emerging Markets, Novartis, Group Chief Compliance and Governance Officer. Dominion Voting Systems' Potential Ties with China contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. 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 and prior to the delivery to the Company of the latest Transaction Acceptance. 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. The Gross Sales Price less the Agents commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or prospectus (within the meaning of the Act) or used any prospectus (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. The listing for the subsidiary's executives has changed, too. We use Mailchimp as our marketing platform. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special A complete range of tailored advice and investment services for distinguished investors and families around the world. He has been with UBS for 40 years and held various positions across the firm, including manager of the Group-wide too-big-to-fail program, COO Wealth Management & Swiss Bank, Head Products and Services of Wealth Management & Swiss Bank, COO Asset Management, and Head Group Internal Audit. The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. Just saying that for my conspiracy theory fans. process with respect to the offering and sale of the Shares); and to promptly advise the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the 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. 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 Adjustments for Stock Splits. As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and considerations referred to in Section9(d) above. Majestys Treasury (HMT) or other relevant sanctions authority (collectively, Sanctions), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. (p) its officers who signed the Registration Statement and its control persons, if any, as the case may be, and that all such reasonable and documented fees and expenses shall be paid or reimbursed as they are incurred. Customized solutions for North American subsidiaries of Swiss corporations. pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or 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. However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. fees and expenses of such counsel related to such proceeding, as incurred. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Offering Date, Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as Agreement, the parties hereto agree that the Agents obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the business or entity and its consolidated subsidiaries (if any) and the related notes thereto included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the 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 delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to 14. The show takes listeners inside the business end of the sports world, and explains what it means to fans and their pocketbooks. specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A set forth in full herein. In New York, three out of four UBS board members are Chinese. 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. other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. 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 (hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to In compliance with the June 24, 2020 guidance of the SECs Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US postal operators have temporarily suspended international mail service due to the COVID-19 pandemic.
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