Customized solutions for North American subsidiaries of Swiss corporations. fees and other expenses incurred in connection with any suit, action or proceeding. 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. other than in good faith. You can find more information under the Privacy Statement. Company, threatened. Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. QuantumScape Corporation ClassA Common Stock. An unconfirmed December 5, 2020 report by NTB News said Ye was among 12 board members who resigned recently. Washington D.C., July 19, 2021 . shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section9(a) or 9(b) above, such person (the Indemnified Person) shall promptly notify the person against All rights reserved. that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business as now conducted. 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). The Board of Executive Officers is responsible for meeting and enforcing the Bylaws, the resolutions of the General Shareholders' Meeting and the Board of Directors and performing the duties defined by the Board, always observing the principles of good banking technique and good corporate governance practices. Learn more about the Board Directors and the Committees they provide leadership for. with, 12 C.F.R. suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section8A under the Act shall be pending before or threatened by the Commission; the Prospectus shall have The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any its subsidiaries or (iii)result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i)and (iii) above, for that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information. 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 (k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. sale and (B)the Agent suspending activity under this program for such period of time as requested by the Company or deemed appropriate by the Agent in light of the proposed sale, (i)offer, pledge, sell, contract to sell, sell any Get our latest market outlook from Solita Marcelli, Chief Investment Officer Americas, UBS Global Wealth Management. other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Agent, on the other hand, and the a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed during the There, current and former board members are tied to Chinese communist military and intelligence agencies. 10. Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering. Agreement shall have the same meanings when used herein. 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 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 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 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 of its clients, as well as other information that will allow the Agent to properly identify its clients. 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 (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 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 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 to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or file any such proposed amendment or supplement to described in the Registration Statement and the Prospectus, the Company and its subsidiaries (1)are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the (h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such This is the sixth matter arising from the Enforcement Division's ETP . Prior to joining Consumer & Community Banking in 2016, Ms. Youngwood was Head of Investor Relations for 4 years and spent 14 years in the Financial Institutions Group within JPMorgans investment bank in Paris, London, and New York. Certain Covenants of the Company. calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. 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 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 and its subsidiaries most recently completed fiscal year. satisfied in the judgment of each party. (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. execution of the applicable Terms Agreement, (A)no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any nationally to such Terms Agreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A)since the time of execution of the Terms Agreement or the respective dates as of which information is given in The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance (b) Submission to Jurisdiction. Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. 401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and. Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or References 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 IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. furnished by the Agent consists of the information described as such in subsection (b)below. terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares 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 Christian Bluhm has been Group Chief Risk Officer since 2016. Agent. or upon the exercise of options granted thereunder. from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as infringement, misappropriation or conflict with any such rights of others. For example, NTD News notes in a Dec. 11, 2020 story that: The subsidiary is closely linked to UBS's Beijing-based joint venture. Ms. Harford has been the UBS GEB Lead for Sustainability and Impact since May 2021. shall be deemed to be a successor merely by reason of purchase. 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 (g) (i) QSV Operations LLC, the Companys joint venture with Volkswagen Group of 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 Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. It provides big data and artificial intelligence to Chinese authorities. Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. Access podcasts delivering insights on critical market developments. (aa) No labor disturbance by or material dispute with employees of the Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to (qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Companys directors or He has been a journalist for more than 40 years, nearly 30 of them in newspapers. The Company will take all Notwithstanding the provisions of this Section9, in no event shall the Agent be required to contribute The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the 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 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, 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 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 Robert Karofsky was appointed Co-President of the Investment Bank in 2018. Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). The relative benefits received by the Company, on the one hand, and the payment in connection with the offering and sale of the Shares. over-the counter market, (iii)a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)there shall have occurred any outbreak or In accordance with the requirements of the USA Patriot Act (Title III of Pub. Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement and were made, not misleading. Company and its consolidated subsidiaries is included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the 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 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. Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. 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 otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and Execution of Agreement. Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. 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
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