ubs securities llc board of directors

Representations, Warranties and Agreements of the Company. In October 2021, Mr. Karofsky was appointed to the additional role of UBS GEB sponsor to co-lead the AI, Data and Analytics center of expertise, along with Mike Dargan. 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 . 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 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. In accordance with the requirements of the USA Patriot Act (Title III of Pub. Term and incorporated by reference in the Registration Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or Counterparts. 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. force and effect notwithstanding such termination; and (B)the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement 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 pursuant to Section5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the About Fortress | Fortress in Rule 405 under the Act. (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in of such Shares by the Agent. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total material increase in the Company and its subsidiaries accumulated post-retirement benefit obligations (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company subsidiaries (other than the Joint Venture), and, to the Companys knowledge, the Joint Ventures, information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases Biden Hears Oval Office Plea for Alaska Oil Project in Lobbying Frenzy, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP, Macquarie Said Set to Make Telecom Italia Grid Offer, Rivian Tells Staff EV Output May Be 24% More Than Forecast, Meta Cuts the Price of Its Quest Headset Up to 33% After Disappointing Demand, John Malone andCharter Directors Agree to $87.5 Million Settlement, Apples Cloud Chief to Leave, Adding to Wave of Departures, Anti-ESG Crusader Wants to Take Trumps Agenda to Next Level, Italys Meloni Defends Government Action After Sea Tragedy, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, The Exhibit Reality TV Show PittingArtist Against ArtistIs No Masterpiece. Will His AI Plans Be Any Different? 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 actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company, (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. export and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export and import (b) In the event that the Agent that is a Covered Entity or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not 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 Nothing in this Agreement or any Terms Agreement is intended or shall automatic shelf registration statement or such new shelf registration statement, as the case may be. 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. and in the Companys Quarterly Reports on Form 10-Q for the quarters ended and [Insert reference to any subsequent Form 10-Qs and any All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been 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 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: 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 Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; a comfort letter from Ernst& Young LLP, addressed to the Agent and dated the date of this 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 Chief Investment Officer-UBS BUSA Services, LLC. By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. It assumes overall responsibility for developing the strategies of the Group, the business divisions and Group Functions, and implements the BoD approved strategies. Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the (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 . hereto, certifying as to certain financial, numerical and statistical data not covered by the comfort letter referred to in Section5(a)(iii) hereof; evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on As used herein, (i)the Term shall be the period commencing on the date hereof and ending on the earlier of (x)the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the 333-266419) (the registration statement) for the registration of the Shares Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the perform its obligations hereunder or thereunder, including the Companys issuance, sale and delivery of the Shares as provided herein and therein; and all corporate action required to be taken for the due and proper authorization, execution and 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 We want to create superior value for our clients, shareholders and employees. were made, not misleading. 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. the Registration Statement and the Prospectus, (B)the issuance of shares of 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, foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the Securities Act), or the rules and regulations promulgated thereunder, Certain Covenants of the Company. 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. 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 Material Adverse Effect; and (iii)except as described in each of the Registration Statement and the Prospectus, (A)there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its Except as otherwise set forth in the Registration Statement and the However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. delivery by the Company of a Terms Agreement shall be deemed to be (i)an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto (e) Since the respective dates as of which information is given in the Registration (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)the Indemnifying Person has failed within a reasonable time to retain (h) Notwithstanding the foregoing, the requirements to provide the officers 4. regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or with any such limitations shall be the sole responsibility of the Company. He has been a journalist for more than 40 years, nearly 30 of them in newspapers. 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 He is a financial sector veteran, with more than 30 years in senior roles in financial services, including as Head Wealth Management Asia Pacific, Country Head Singapore and Head Wealth Management South East Asia and Asia Pacific Hub for UBS. 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 18. Terms Agreement to the contrary, the Company consents to the Agent trading in the ClassA Common Stock for Agents own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this The Company or the Agent may, upon notice to the other such party by telephone (confirmed promptly by e-mail), suspend or 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 . 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 Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] Group Executive Board | UBS Global - Our firm 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. (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 No government Shares, any provisions relating to rights of, and default by, underwriters, if any, acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a Principal (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the contribution from any person who was not guilty of such fraudulent misrepresentation.
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