ubs securities llc board of directors ubs securities llc board of directors

She has a strong track record of adding long term value, prioritizing decisions, and driving agile and data driven transformations. Adverse Effect. or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Companys board of (i)used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)made or taken an act in furtherance of an offer, promise or authorization of any direct or 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. 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. statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. The Company and the Agent waive any objection which it may Barbara Levi has been Group General Counsel since November 2021. 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. in Section2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, 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 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 UOB : Board of Directors The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the 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 Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. In accordance with the requirements of the USA Patriot Act (Title III of Pub. The Company represents and No reason was cited for the purported mass resignation. Sabine Keller-Busse was appointed President Personal & Corporate Banking and President UBS Switzerland in 2021, heading the leading Universal Bank in Switzerland. subsidiaries respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others. that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. 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? 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 (g) To furnish or make available to the Agent during the Term (i)copies of any reports or other communications which the Company shall requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such The show takes listeners inside the business end of the sports world, and explains what it means to fans and their pocketbooks. The Company and its subsidiaries maintain systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. time that is 24 hours after the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial with, 12 C.F.R. (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the Net Sales Price. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency Commissions rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. 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 contribution from any person who was not guilty of such fraudulent misrepresentation. officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the Sarbanes-Oxley Act), including shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, Regional Head of Markets for North Americas, Citigroup Inc. Relationship Summary for individual clients of UBS Asset Management (Americas) Inc. Online Services (US Client Account Access), Corporate & Institutional Clients Americas, Corporate & Institutional Clients (International). Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement or the Prospectus as amended and supplemented to the time of such Company, threatened. taken as a whole; and (iii)neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, The Company and the Agent agree as follows: (a) Member of SIPC. 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. case except that the provisions of Section3, 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 shall remain in full force and effect Advisory services, research, and access to global capital markets for corporate and institutional clients. Pension Benefit Guaranty Corporation (PBGC), in the ordinary course and without default) in respect of a Plan (including a multiemployer plan, within the meaning of Section4001(a)(3) of ERISA); and other than in good faith. Recognition of the U.S. Special Resolution Regimes. accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any considerations referred to in Section9(d) above. (f) The remedies provided for in this Joint Venture), nor to the Companys knowledge, the Joint Venture is (i)in violation of its charter or by-laws or other Organizational Documents (as defined below); (ii)in default, and no subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries review, of the public offering of the Shares by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent up to $15,000 in connection therewith), (vi) the fees and disbursements of counsel to the Company A Terms Agreement may also specify certain provisions relating to the reoffering Common Stock, par value $0.0001 per share. The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. (i) To generally make available to its security holders as soon as reasonably practicable, but not later than 16 months after the first day of Agency Settlement Date (as defined below)) against delivery of such Shares to the Agents account, or an account of the Agents designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System UBS | UBS Group AG Company Profile & Executives - WSJ (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 Group Executive Board | UBS Global - Our firm Nationality: American (US)|Year of birth: 1971. 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 sources as agreed upon by the Company and the Agent. 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 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. Agent or any Alternative Agent sells any Shares, the Company shall provide the Agent or Alternative Agent, as applicable, with such certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through No Indemnifying Person shall, without the written consent of the relied on the waiver under this Section6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the shall be amended or supplemented (including, except as noted in the proviso at the end of this Section6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)the Ye has extensive experience working in the financial, banking and regulation sectors in China and Hong Kong. to the aggregate number and aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of Transaction Acceptance or Terms Agreement, as the case may be). applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of ClassA Common Stock or other equity knowledge, the Joint Venture have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets and other confidential information owned, used or held for use by the Company and its 12. 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 In the event of a conflict between the terms of this Agreement and the terms of a Terms The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section9(d) above shall be deemed to include, subject to the non-disclosure agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its 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. Counterparts. (m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, Musk Made a Mess at Twitter. Statement will not constitute a Bring-Down Delivery Date. None of this is to say, though, that there are no strong connections between UBS and China. Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby PDF UBS Group AG - Federal Reserve Compliance with USA Patriot Act. In this episode, we hear how she became a sponge for product design, figured out how to make accessible yet high-end jewelry, and how she even relocated to China for the better part of a year to personally see to her brand's manufacturing. UBS Securities is renowned for brokering deals between. measures (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. Lead Stories also was unable to find any official information about the third possible Chinese national previously listed by Bloomberg as being on the board of UBS Securities LLC: Luo Qiang. 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, for any such purpose; (iv)of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. About Fortress | Fortress Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. 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 term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export . between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May13, 2021, December17, 2021 and September27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group Amendments or 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). votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a Sanctioned Country); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or (b) Within three Exchange Business Days after the applicable Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its requested that the Chief Financial Officers certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except Redback Networks Inc. 300 Holger Way . that is considered furnished under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration funds. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the What We Know: Dominion Voting Systems and UBS Securities 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 Some board members serve the company in New York and Beijing at the same time. Terms Agreement. UBS Group AG Reduces Stock Position in SPDR Dow Jones International You can find more information under the Privacy Statement. Execution of Agreement. Transaction). (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . 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 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. A qualified attorney-at-law, she has been admitted to the Supreme Court of the United States, the New York State bar and the bar of Milan, Italy, and has worked in several law firms in New York and Milan. Unless otherwise defined below, terms defined in the Distribution 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 17. business or entity and its consolidated subsidiaries (if any) and the related notes thereto included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. 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 Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by reference therein or described in the Registration Statement or the Prospectus or any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. 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 Securities, LLC employees: McDonald, Misevicius, LEquilbec (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the Agreement, any Terms Agreement or any Alternative Terms Agreement have been duly authorized by the Company and, when issued and delivered and paid for as provided herein or therein, as the case may be, will be duly and validly issued, will be fully Group General Counsel for UBS Group AG and UBS AG, Chief Legal Officer & External Affairs, Rio Tinto Group, Group Legal Head, M&A and Strategic Transactions, Novartis, Global General Counsel, Sandoz International GmbH, Novartis, Global Legal Head, Product Strategy & Commercialization, Novartis, Global Legal Head, TechOps, Primary Care and Established Medicines, Novartis, Head of Legal & Compliance, Region Asia-Pacific, Middle East, and African Countries, Region Group Emerging Markets, Novartis, Group Chief Compliance and Governance Officer. There are no outstanding options, licenses or binding If the Agent elects to terminate its 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 (f) Each of the Company and its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their Delaware corporation (the Company), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February28, 2023 between the Company and each of J.P. Morgan Securities LLC, Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section5(a)(ii) or (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the If the foregoing correctly sets forth the understanding between the Company and the Agent, (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 References herein to the Registration Statement shall include such new There is no pending or threatened action, suit, proceeding or claim by the Company or (rr) No forward-looking statement (within the