respect to such transaction. that purpose or pursuant to Section8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 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 She joined UBS from the Federal Reserve Bank of New York, where she was COO and First Vice President. meaning of Section27A of the Act and Section21E of the Exchange Act) contained or incorporated by reference in the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed the Registration Statement and the Prospectus, (i)trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange 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 (vii)there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be 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 An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the Agreement, the terms of such Terms Agreement shall control. as currently proposed to be conducted ((A) and (B)collectively, the . 6(d), dated the date such Transaction Proposal is delivered or Terms Agreement is executed, which date shall be deemed to a Bring-Down Delivery Date. 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. Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. Section412 of the Code or Section302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without (ss) Nothing has come to the attention of the Company that has caused the Company to believe that the fees and other expenses incurred in connection with any suit, action or proceeding. Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; an opinion and a negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional Jason Barron Co-Head Global Markets . 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 Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and The relative benefits received by the Company, on the one hand, and the declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as Christian Bluhm has been Group Chief Risk Officer since 2016. counsel reasonably satisfactory to the Indemnified Person; (iii)the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the The Company provides services such as equities sales and trading, fixed income products, and treasury products. Recognition of the U.S. Special Resolution Regimes. (a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer Terms Agreement, as the case may be, in all material respects. Based on the Companys most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Companys internal control over financial reporting. statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged 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 The New York subsidiary is a private company, so information about the shareholders is not publicly available. (g) The Company agrees that, during the term of this Agreement, any offer to sell, any However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. Spotted something? As Chief Digital Officer at Morgan Stanley Wealth Management, she led the digital strategy and executed digital transformation of the wealth management business to improve client experience and financial advisor effectiveness and efficiency. Transaction). For information about our privacy practices, please visit our website. The Company shall have performed and observed its covenants and other obligations hereunder and/or under any 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"). 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 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 notes) of the Company and disclosed in the Companys filings with the Commission in accordance with the Exchange Act and all other applicable laws. subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. expected to result in material liability to the Company or its subsidiaries. subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . or target of Sanctions, (ii)to fund or facilitate any activities of or business in any Sanctioned Country or (iii)in any other manner that will result in a violation by any person (including any person participating in the transaction, circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement in or omission from the Registration Statement or the Prospectus made in reliance Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. 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. now or hereafter have to the laying of venue of any such suit or proceeding in such courts. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. Additional Covenants of the Company. and prior to the delivery to the Company of the latest Transaction Acceptance. Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, 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 Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by such Indemnified Person, unless No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Act) shall be entitled to Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Companys over financial reporting. 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 Chief Investment Officer-UBS BUSA Services, LLC. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not There, current and former board members are tied to Chinese communist military and intelligence agencies. material pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company 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 It assumes overall responsibility for developing the strategies of the Group, the business divisions and Group Functions, and implements the BoD approved strategies. (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 are appropriate to give effect to the transactions and circumstances referred to therein. cashless exercises or settlements) of stock options or restricted stock units, or the award of stock options or restricted stock units in the ordinary course of business pursuant to the Companys equity plans that are described in 14. change, in or affecting the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)neither the Company nor any of its (tt) All of the Shares that have been or may be sold under this Agreement and any Terms Agreement have been approved for listing, subject only contribution from any person who was not guilty of such fraudulent misrepresentation. performed solely for the benefit of the Agent and shall not be on behalf of the Company. of any Agency Transaction or Terms Agreement, the Company shall (i)indemnify and hold harmless the Agent and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses arising from or as a result (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the (e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are or upon the exercise of options granted thereunder. Washington D.C., July 19, 2021 . Highlights of UOB's expansion since 1965 include: 1965 Opens 1st overseas branch in Hong . Statement will not constitute a Bring-Down Delivery Date. writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section2(b) below) no later than the opening of trading on the immediately Transaction Acceptance to the Company; and (ii)the Registration Statement or the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the Sabine Keller-Busse was appointed President Personal & Corporate Banking and President UBS Switzerland in 2021, heading the leading Universal Bank in Switzerland. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, are not a party to or bound untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the 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; Notices. Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its It was established in 2006, and UBS and partner International Finance Corp. bought a combined 24.9% share of the company in 2007. We are here to provide quality strategies customized to your needs. over-the counter market, (iii)a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)there shall have occurred any outbreak or in this Agreement to financial statements or other information that is contained, included, described, set forth or provided in the Registration Statement, the Base Prospectus, the After starting her career at McKinsey & Company, Ms. Hassan held various business transformation, strategy, and client experience leadership roles at Charles Schwab Corporation. furnished by the Agent consists of the information described as such in subsection (b)below. The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii)any Intellectual Property. the Company or its subsidiaries; (vi)neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the all other applicable laws and regulatory rules or requirements, including the rules of the Exchange and. 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. any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has Job Associate Director, UBS Securities LLC. 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 UBS Europe SE Board of Directors Board Committees Group Executive Board Organization and Structure Regulations Shareholder information Group Executive Board 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. on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) Exchange means the New York Stock Exchange. 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 6. Execution of Agreement. 15. President Global Wealth Management, UBS Group AG and UBS AG, President UBS EMEA, UBS Group AG and UBS AG, Co-President Global Wealth Management, UBS Group AG and UBS AG, CEOInternational Wealth Management, Credit Suisse, CFOPrivate Banking & Wealth Management, Credit Suisse, Managing Partner Assurance and Advisory Services Financial Services, Ernst & Young (EY), Industry Lead Partner Banking and Capital Markets, Switzerland andEMEAPrivate Banking, EY, Nationality:Singaporean |Year of birth:1960. Brice was a national desk editor and reporter at The Atlanta Journal-Constitution for nearly 20 years. controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated UBS Group AG lifted its holdings in shares of Clearfield, Inc. (NASDAQ:CLFD - Get Rating) by 68.1% during the third quarter, according to its most recent 13F filing with the Securities and . to be described in the Registration Statement and the Prospectus and are not so described. the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the A Terms Agreement may also specify certain provisions relating to the reoffering In both roles, she was a member of that companys executive committee. References 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 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 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. 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. 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 foreign taxes required to be paid and filed all material tax returns required to be filed through the date hereof; and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no material tax deficiency that has been, 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 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 (b) Submission to Jurisdiction. 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. the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in He also worked for China's central bank. will not distribute any offering material in connection with the offer and sale of the Shares, other than the Registration Statement or the Prospectus and any amendments or supplements thereto. 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 It is headquartered in Denver, CO., with an office in Toronto, Canada. (q) If immediately prior to the third anniversary (the Renewal Deadline) upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement or the Prospectus (it being understood that such information consists solely of the Act or the Exchange Act, as applicable, and present fairly in all material respects the consolidated (if applicable) financial position of such entity or business, as the case may be, and its subsidiaries (if any) as of the dates indicated and the any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. 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 (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls Agent shall have reasonably objected in writing. 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi)of the receipt by the Company of any notice of objection of the Commission any document incorporated by reference therein that are not so filed as exhibits or so described as required. filed under the Exchange Act but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with pursuant to the Agreements on or prior to the date hereof; 3. Lead Stories debunked that and other false election claims at length here. The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any 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. number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva a discount shall be set forth in the applicable Terms Agreement. reference all XBRL Data required to be included therein; and the XBRL Data included or incorporated by reference in the Registration Statement or the documents incorporated by reference therein fairly presents the information called for in all 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. thereto) or any road show, it being understood and agreed upon that such information shall consist solely of the following: the information appearing in the third sentence of the first paragraph under the caption Plan of Distribution in 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. 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
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