target of Sanctions, including, without limitation, thenon-governmentcontrolled areas of theZaporizhzhiaandKhersonRegions of Ukraine, the 2. 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 (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls 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 board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. Proceeds.. Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. thereof contained in the Registration Statement and the Prospectus. prospectus (as defined in Rule 405 under the Act). The foregoing sentence shall not apply to (A)Shares offered and sold under rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests of the Company or any of its subsidiaries, nor any contracts, commitments, agreements, understandings (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the Sabine Keller-Busse was appointed President Personal & Corporate Banking and President UBS Switzerland in 2021, heading the leading Universal Bank in Switzerland. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among (g) The Company shall disclose, in its quarterly reports on Form 10-Q and 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 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 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 payment in connection with the offering and sale of the Shares. 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 Subject to the terms and Compliance with USA Patriot Act. The document offers a brief professional biography: Mr. Luo is a graduate of Hunan University in China. reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)the Agent and its affiliates, directors and officers and its control persons, if any, or (B)the Company, its directors, We use Mailchimp as our marketing platform. 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. 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 agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto Activities with respect to US securities are conducted through UBS Securities LLC, a US broker dealer. (C)the repurchase of shares of capital stock upon termination of the holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or 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 1841(k). 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 (jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company, 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 333-266419) (the registration statement) for the registration of the Shares (j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly 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. are described in the Prospectus referred to below. or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the Global Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, UBS E-banking and online services Switzerland, Masters degree, business econometrics and operations research, Tilburg University, Member of the Board of the Swiss-American Chamber of Commerce, Member of the Institut International dEtudes Bancaires, Member of the World Economic Forum International Business Council, Governor of the Financial Services/Banking Community of the World Economic Forum, Member of the International Advisory Panel, Monetary Authority of Singapore, Member of the Board of the Institute of International Finance, Masters degree, mathematics and informatics, and doctorate, mathematics, University of Erlangen-Nuremberg, Chairman of the Board of Christian Bluhm Photography AG, Member of the Board of UBS Switzerland AG, Member of the Foundation Board of the UBS Pension Fund, Member of the Foundation Board International Financial Risk Institute, Masters degree, politics, philosophy and economics, St. Johns College, Oxford University, Member of the Board of Directors of Done Next Holdings AG, Member of the Board of UBS Business Solutions AG, Member of the Board of UBS Optimus Foundation, Member of the Board of Trustees of the Inter-Community School Zurich, Bachelors degree, physics and mathematics, Denison University, Ohio, MBA, Tuck School of Business, Dartmouth College, Chairman of the Board of Directors of UBS Asset Management AG, Chair of the Board of UBS Optimus Foundation, Member of the Leadership Council of the Bob Woodruff Foundation, Bachelors degree, economics, Princeton University, Masters degree, business administration, Stanford University Graduate School of Business, Member of the Board of UBS Americas Holding LLC, Member of the Board of the Securities Industry and Financial Markets Association, Bachelors degree, economics, Hobart and William Smith Colleges, MBA, finance and statistics, University of Chicagos Booth School of Business, Member of the Board of UBS Americas HoldingLLC, Trustee of the UBS Americas Inc. 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. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section2 hereof. reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement 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 . (New York City time) on [], [], The number of shares of Purchased Securities set forth above, The initial price to public set forth above. 2.1.3. 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. The Company and the Agent agree as follows: (a) The Company shall have responsibility for maintaining records with respect Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance (n) Neither the Company nor any of its subsidiaries (other than the to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. Lead Stories debunked that and other false election claims at length here. (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 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 (f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Intellectual Property that is owned or purported to be owned by the Company See who is sharing it (it might even be your friends) and leave the link in the comments. 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. Download the UBS SEC Notification to read the entire communication. (e) Since the respective dates as of which information is given in the Registration or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B)no injunction or order of any federal, state or foreign court funds. A complete range of tailored advice and investment services for distinguished investors and families around the world. therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such 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 (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are pursuant to a Transaction Acceptance shall be made to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the Agent at least one Exchange Business Day prior to the applicable (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any Statement and the Prospectus, except as otherwise stated therein, (i)there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or of its clients, as well as other information that will allow the Agent to properly identify its clients. Unless otherwise defined below, terms defined in the Distribution 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 ], [To the Agents account, or the account of the Agents designee, at The Depository Trust Company via DWAC in return for 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 recognized statistical rating organization, as such term is defined by the Commission for purposes of Section3(a)(62) of the Exchange Act and (B)no such organization shall have publicly announced that it has under surveillance or sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Get our latest market outlook from Solita Marcelli, Chief Investment Officer Americas, UBS Global Wealth Management. Mr. Martire became a director of NCR on May 31, 2018. 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 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. 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 as may, from time to time, become standard industry practice for settlement of such a securities issuance or as agreed to by the Company and the Agent) following each Offering Date (each, an Agency Settlement Date). whom such indemnification may be sought (the Indemnifying Person) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section9 customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its 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 the knowledge of the Company, any agent, controlled affiliate or other person associated with (as that term is defined in the Bribery Act 2010 of the United Kingdom) or acting on behalf of the Company or any of its subsidiaries has the Company. 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 other than in good faith. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties .pdf format on such filing date to an e-mail account designated by the Agent and, at the Agents request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other Nor is it certain that the $400 million was meant to acquire Dominion Voting Systems. 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? 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 in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the solicitation of an offer to buy, or any sales of Shares pursuant to any At the Market Offering (as defined herein and within the meaning of Rule 415(a)(4) under the 1933 Act) shall only be effected by or through the Agent or an Alternative Agent. For example, NTD News notes in a Dec. 11, 2020 story that: The subsidiary is closely linked to UBS's Beijing-based joint venture. 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 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: (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. Its chairman is a Chinese Communist Party (CCP) member. the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit To the Companys knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries 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 . 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. Martire was a member of the Board of Directors of J. Alexander's Holdings, Inc. from 2015 to 2021, where he served as Lead Independent Director from 2019 to 2021. 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 hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). 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. Access podcasts delivering insights on critical market developments. 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. those that (i)do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)could not reasonably be expected, individually or in the aggregate, to have a Material Section5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letters, Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the second Exchange Business Day (or such other day The But some supporters of President Trump's disproven election vote conspiracies incorrectly attribute the purchase to the Chinese subsidiary, UBS Securities Co, Ltd. certificate of an officer or officers, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof shall be true and correct in all respects. Spotted something? (m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, It is called UBS Securities LLC. obligations pursuant to this Section8(b)(ii), the Company shall be notified promptly in writing. Only 26% of high net worth (HNW) Black families invest in stocks. Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. Agent shall not be obligated to offer or sell any Shares, (i)during any period in which the Companys insider trading policy, as it may be amended from time to time, would prohibit the purchases or sales of the Companys ClassA offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. 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 transaction described in clause (i)or (ii) above is to be settled by delivery of shares of ClassA Common Stock or other securities, in cash or otherwise. In October 2021, he took up the additional role of UBSGEBsponsor to co-lead the AI, Data and Analytics center of expertise, along with Robert Karofsky. Member of SIPC. 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 The sole director now listed is Samuel Molinaro. Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign (a) 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 (ll) No subsidiary of the Company is No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or 333-108170) and in the Proxy/Prospectus/Disclosure Statement of Redback Networks Inc., which is part of the Registration Statement, under the heading The Prepackaged Plan of ReorganizationGoing Concern Valuation. written consent if (i)such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)such Indemnifying Person shall have received notice of the terms of such settlement at least a discount shall be set forth in the applicable Terms Agreement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may (d) Any termination of this Agreement shall be effective on the date specified in such notice of Transaction). data is accurate and fairly presented in all material respects and (b)the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D] hereto have been based on or derived from information are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and 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 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 (h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of with, 12 C.F.R. It is called UBS Securities LLC. as of each Representation Date, the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the The aggregate Gross Sales Price (as defined in Section2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall not exceed an aggregate of following Exchange Business Day. He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. 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. If the foregoing correctly sets forth the understanding between the Company and the Agent, Spotted something? However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. inappropriate due to actual or potential differing interests between them. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC's Investment Bank for the Americas from February 2017 to September 2018.
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