(each, an Offering Date); the maximum number of Shares to be sold by the Agent (the Specified Number of Shares) on, or and the Companys charter and by-laws, a duly authorized committee thereof. So BillLawrenceOnline reports: Staple Street Capital III, L.P. sold $400 million in securities to UBS Securities Co., Ltd. The sole director now listed is Samuel Molinaro. No Indemnifying Person shall, without the written consent of the Elizabeth LaPuma is a Managing Director at UBS focusing on financial institutions financing, structuring and M&A. (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and (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 review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible sale under the securities or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent in connection 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 single given day, and the Company shall in no event request that more than one Agent offer to sell, solicit offers to buy or sell Shares on the same day. 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 of articles and information from and to the foreign country to parties not of the foreign country. the Companys knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. 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. untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information inaccurate stories, videos or images going viral on the internet. fund such Plan); (v) no reportable event (within the meaning of Section4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to (h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of 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. Agent, as sales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number or with an aggregate gross subsidiary, for directors qualifying shares, with respect to any equity interests of the Joint Venture owned by Volkswagen Group of America, Inc. and except as otherwise described in the Registration Statement and the Prospectus), owned He held several positions in academia before starting his banking career in 1999 with Deutsche Bank in credit risk management, and subsequently working for Hypovereinsbank and Credit Suisse in the same area. (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be 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). Proceeds.. this Agreement, which shall not exceed an aggregate of $300,000 for this Agreement and any Alternative Agreement, and ongoing services in connection with the transactions contemplated hereunder, which shall not exceed an aggregate of $25,000 on a 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 An unconfirmed December 5, 2020 report by NTB News said Ye was among 12 board members who resigned recently. 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. Its chairman is a Chinese Communist Party (CCP) member. Mr. Luo has held senior positions in the Government of Changsha, Hunan province for the past 20 years and he is now currently the Secretariat to the Changsha Government. In 2014, UBS increased its ownership from 20% to 24.9% by buying out International Finance Corp.'s shares. Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. 14. 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 The company, which sells electronic voting hardware and software and operates in 28 states, has been at the center of disproven allegations that its equipment was used to flip votes from President Trump to Joe Biden in the November 3, 2020 presidential election. or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the statement relating to the Shares, in a form satisfactory to the Agent. (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. 10. It is called UBS Securities LLC. The Company and its subsidiaries (other than the Joint Venture) and, to the Companys with any such limitations shall be the sole responsibility of the Company. 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 UBS has not made any official announcement about changes in any of its boards of directors and its website offers no information about board changes. Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. There are no outstanding options, licenses or binding (g) The Company agrees that, during the term of this Agreement, any offer to sell, any (ii)implemented, monitored and have been and are in material compliance with, applicable administrative, technical and physical safeguards and policies and procedures designed to ensure compliance with Privacy and Data Security Requirements. UBS Group AG lessened its stake in shares of SPDR Dow Jones International Real Estate ETF (NYSEARCA:RWX - Get Rating) by 33.0% in the third quarter, according to the company in its most recent . You are free to change your cookies' settings in the privacy settings. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably Common Stock by any of its officers or directors, (ii)during any period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii)at any time from Access podcasts delivering insights on critical market developments. letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, Although UBS did not publicly name its Group Managing Directors, UBS employees could determine through the firm's intranet which . 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 Markus Ronner has been Group Chief Compliance and Governance Officer since 2018. (s) (i)The Company and its subsidiaries do not own any real property. 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. 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 Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. Indemnifying Person; or (iv)the named parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. (n) Neither the Company nor any of its subsidiaries (other than the Mr. Estey is the retired Chairman of UBS Securities Canada Inc., a financial services company, and has more than 30 years of experience in financial markets. 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. The Company does not own or control, directly or indirectly, any Member of the UBS Group Executive Board. (uu) The ClassA Common Stock is an actively-traded security excepted Terms Agreement. 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 over financial reporting. agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section2(g) of this Agreement (each such transaction being referred to as a Principal The Company may also offer to (b) Each time that (i)the Registration Statement or the Prospectus Agreement, the terms of such Terms Agreement shall control. 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 (p) 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 with, 12 C.F.R. Wilson Sonsini Goodrich& Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. 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. (mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this (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 a discount shall be set forth in the applicable Terms Agreement. or target of Sanctions, (ii)to fund or facilitate any activities of or business in any Sanctioned Country or (iii)in any other manner that will result in a violation by any person (including any person participating in the transaction, Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . 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 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 the Registration Statement and the Prospectus, (B)the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Companys capital stock that are described in the Registration Statement and the Prospectus, It was established in 2006, and UBS and partner International Finance Corp. bought a combined 24.9% share of the company in 2007. 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 During his term as Group Chairman and CEO, the Bank's network expanded from 75 to more than 500 branches and offices globally and its assets increased from $2.8 billion to more than $253 billion through his pursuit of disciplined and sustainable growth. Get our latest market outlook from Solita Marcelli, Chief Investment Officer Americas, UBS Global Wealth Management. or upon the exercise of options granted thereunder. the Agent. and UBS Securities LLC (the Agent), to issue and sell to the Agent the securities specified in the Schedule hereto (the Purchased Securities). (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, contribution from any person who was not guilty of such fraudulent misrepresentation. See who is sharing it (it might even be your friends) and leave the link in the comments. The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arms length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in (email: savvaj@sullcrom.com); and Transaction Acceptances shall be. There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. She has been involved in landmark financial institution assignments around the globe and has achieved superior results for clients over nearly 20 years. Learn more about the Board Directors and the Committees they provide leadership for.
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