(m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. Customized solutions for North American subsidiaries of Swiss corporations. The New York subsidiary is a private company, so information about the shareholders is not publicly available. From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture. otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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 and negative assurance statements, of Sullivan& Cromwell LLP, counsel to the Agent, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request. While it appears three of the four board members of that subsidiary's board are Chinese and could represent Chinese investors, shareholder information is private, so it is unknown if China or any other government owns shares. Prospectus, the Company and its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries taken as a corporate officers of the Company and representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to Board of Directors . Settlement Date; and, together with any Agency Settlement Date, a Settlement Date) and place of delivery of and payment for such Shares. 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 any liability that it may have to an Indemnified Person otherwise than under this Section9. of such default by the Company and (ii)notwithstanding any such default, pay to the Agent the commission to which it would otherwise be entitled in connection with such sale in accordance with Section2(b) below. Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration Statement) as the Agent may reasonably request 333-266419) and any post-effective amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable satisfied in the judgment of each party. (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 30 days prior to such settlement being entered into and (iii)such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. and the fourth quarter of such fiscal year. not limited to ERISA and the Internal Revenue Code of 1986, as amended (the Code), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)no November25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture have not received, and prior to November25, 2020, QuantumScape Corporation (for the avoidance of She has been involved in landmark financial institution assignments around the globe and has achieved superior results for clients over nearly 20 years. Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold 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 From 2019 until September 2022, he was Co-President Global Wealth Management. Kathleen B. Lynch Board Member at UBS Americas Holdings LLC; Board Member at Eastman Kodak, Advisory Council Krach Institute for Tech Diplomacy at Purdue University, Advisory Board Member at TiFiPay There, current and former board members are tied to Chinese communist military and intelligence agencies. UBS | UBS Group AG Company Profile & Executives - WSJ Commission) a registration statement on Form S-3 (No. Member of SIPC. regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties. Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. and validly authorized). (c) Waiver of that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i)above unless either (A)the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. 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 Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. As used herein, Time of Sale means (i)with respect to each offering of Shares pursuant to this Agreement, the time of the Agents initial entry into contracts with investors Advisory services, research, and access to global capital markets for corporate and institutional clients. 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 statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. corporation (the Company), confirms its agreement with UBS Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section1(a) below) (you or the Agent), with Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance Common Stock, par value $0.0001 per share. QuantumScape Corporation ClassA Common Stock. 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 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 contribution from any person who was not guilty of such fraudulent misrepresentation. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. UBS Group AG's holdings in Nexstar Media Group were worth $3,293,000 at the end . prospects. 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 Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company, including the execution of valid Intellectual Property assignment and 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 (h) If, at any time during the Term, any event shall occur or condition shall exist as a result of which it is necessary in the reasonable registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus or such Terms Agreement. Agent. not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. 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. Download the UBS SEC Notification to read the entire communication. Before joining UBS, she served as Chief Legal Officer & External Affairs at Rio Tinto Group and, before that, as General Counsel. 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 Additional Covenants of the Company. together with the Base Prospectus attached to or used with the Prospectus Supplement. corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Companys most recent Annual Report on Form 10-K incorporated by reference in the Registration Statement. UBS Group AG Acquires 13,763 Shares of Clearfield, Inc. (NASDAQ:CLFD) Each other independent registered public accounting firm, if any, that has certified In 2020, she took on responsibilities as CFO for Firmwide Technology and CFO for Diversity & Inclusion, including setting up the data and reporting infrastructure for that companys USD 30 billion racial equity commitments. None of this is to say, though, that there are no strong connections between UBS and China. 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"). 17. UBS Securities is renowned for brokering deals between. furnished by the Agent consists of the information described as such in subsection (b)below. Short URL: Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. 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, shall, unless the Agent agrees otherwise, cause Ernst& Young LLP to furnish to the Agent a comfort letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the 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. as currently proposed to be conducted ((A) and (B)collectively, the . respect to any differences and (v)interactive data in eXtensible Business Reporting Language (XBRL Data) included or incorporated by reference in the Registration Statement fairly presents the information called for in all group managing director- chairman of the board : munfa, lauren k (crd#:4431011) chief compliance officer : nieto, callum (crd#:6765482) principal operations officer : sanborn, mark wilson (crd#:1805781) managing director : ubs americas holding llc : shareholder : van tassel, james c (crd#:2558212) managing director, us equities research be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. The U.S. Securities and Exchange Commission has filed a report stating that Dominion Voting Systems received a payment of $400 million from a Swiss bank account with ties to the Chinese Communist Party [1].The payment was made to Staple Street Capital, a middle-market private equity firm based in New York, who acquired Dominion Voting Systems in 2018. Except where the context otherwise requires, Registration Statement, as used herein, means the Agreement, the terms of such Terms Agreement shall control. the Agents capacity as agent, and, in either case, the Company will, subject to Section4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . View or download our current and archived financial reports. The Company shall have responsibility for maintaining records with respect disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii)there are no costs or liabilities with, 12 C.F.R. (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal. 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 York. 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 Mr. Martire became a director of NCR on May 31, 2018. 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 (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 Unless otherwise defined below, terms defined in the Distribution Deposit Insurance Act and the regulations promulgated thereunder and (ii)Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. UBS Securities, LLC employees: McDonald, Misevicius, LEquilbec 252.81, 47.2 or 382.1, as applicable. Activities with respect to US securities are conducted through UBS Securities LLC, a US broker dealer. When UBS is mentioned in this report, Lead Stories is referring to the parent company based in Switzerland. 6. (g) The Company agrees that, during the term of this Agreement, any offer to sell, any Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Offering Date, agrees that it has not made and will not make any offer relating to the Shares that would constitute an issuer free writing prospectus (as defined in Rule 433 under the Act) or that would otherwise constitute a free writing Agent, the Agents commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%, of the actual sales price of such Shares (the Gross Sales Price), which practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. 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 Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Survival. If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the 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. 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. 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 The Company shall be obligated to No purchaser of Shares from or through the Agent UBS declares quarterly coupon payments on Exchange Traded Note: AMUB 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. are described in the Prospectus referred to below. Agreement shall have the same meanings when used herein. . Linda B. Bammann Stephen B. Burke Todd A. Combs James S. Crown James Dimon Timothy P. Flynn Alex Gorsky Mellody Hobson Michael A. Neal Phebe N. Novakovic amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of information specified in Section9(b)). For purposes of this Agreement, except where otherwise expressly provided, the term affiliate 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. Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. Company have been advised of: (i)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. SEC Filing: Dominion Received $400 Million From Swiss - Lotus Eaters inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (Trade Secrets) and other technology and intellectual property rights, including the right to sue Except as otherwise set forth in the Registration Statement and the $400,000,000 (the Maximum Amount). Executive Board - Banco do Brasil RI taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to (s) (i)The Company and its subsidiaries do not own any real property. It provides big data and artificial intelligence to Chinese authorities. It is headquartered in Denver, CO., with an office in Toronto, Canada. waived. (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the UBS Group AG Reduces Stock Position in SPDR Dow Jones International as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have (c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission For information about our privacy practices, please visit our website. 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 Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. 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 such settlement (x)includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and required pursuant to Section8(a) or (b). (g) Each sale of the Shares to the Agent in a Principal Transaction shall be 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 In compliance with the June 24, 2020 guidance of the SEC's 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 . parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 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 He spent 11 Years as an executive editor and executive producer at CNN. limited liability company agreement and certificate of limited liability company (or similar document), and (iv)with respect to any other entity, its similar organizational documents. Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agent shall have received the officers certificates, opinions and negative assurance The firm owned 19,739 shares of the company's stock after buying an additional 3,955 shares during the period. One of them, Ye Xiang, also served on board of the other subsidiary, UBS Securities Co. Ltd (based in Beijing). offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered 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
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