cashless exercises or settlements) of stock options or restricted stock units, or the award of stock options or restricted stock units in the ordinary course of business pursuant to the Companys equity plans that are described in The Company represents and 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. pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the 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. (f) The remedies provided for in this Central risk and control for North America Operations in Exchange Traded Derivatives. The South China Morning Post reported on May 3, 2018 that UBS had said in a statement: China is a key market for UBS. Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. and prior to the delivery to the Company of the latest Transaction Acceptance. 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 facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Companys rights or any of its subsidiaries rights in or to any of the Company Intellectual Property. 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. Company shall not be required to qualify as a foreign corporation, become a dealer of securities, or become subject to taxation in, or to consent to the service of process under the laws of, any such state or other jurisdictions (except service of each such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section5(a)(ii) or Section5(b), as applicable, furnished to the 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 UBS Group AG Acquires 3,955 Shares of Nexstar Media Group, Inc. (NASDAQ contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries most recently completed fiscal year; or (y)a References herein to the Registration Statement shall include such new Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 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 The parent company, UBS, does substantial business in China and is partial owner of a China-based firm, UBS Securities Co. Ltd., which did not buy the Staple Street shares. Access podcasts delivering insights on critical market developments. to the use of the Registration Statement or any post-effective amendment thereto. Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by Our Leadership - JPMorgan Chase Conditions of the Agents Obligation. Chicago, Illinois, United States. subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws). UBS Securities LLC | Directors And Boards Retirement Income Security Act of 1974, as amended (ERISA), for which the Company or any member of its Controlled Group (defined as any organization which is a member of a controlled group of corporations within connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making 18. 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 foreign taxes required to be paid and filed all material tax returns required to be filed through the date hereof; and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no material tax deficiency that has been, Jury Trial. 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 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 of any Agency Transaction or Terms Agreement, the Company shall (i)indemnify and hold harmless the Agent and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses arising from or as a result For purposes of this Agreement, except where otherwise expressly provided, the term affiliate IS2005944 UBS 1998 - 2023. Coasts Bracing For Unrest After Supreme Court Rejects Suit To Overturn Election, Securities and Futures Commission of Hong Kong, Verified signatory of the IFCN Code of Principles, Facebook Third-Party Fact-Checking Partner. The Chinese government's decision to allow foreign companies to take up to 51 per cent in securities joint ventures is another important step in the opening up of China's markets. (k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result Counterparts. securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for ClassA Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; provided, however, that such commission shall not apply when the Agent acts as principal, in which case such commission or Transaction Acceptances and Terms Agreements. Fact check: Dominion Voting Systems foreign investment claim is false UBS specifically prohibits the redistribution or reproduction of this communication in whole or in part without the prior written permission of UBS and UBS accepts no liability whatsoever for the actions of third parties in this respect. (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, BrokerCheck - Find a broker, investment or financial advisor have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of ] and [in each case] have been prepared, to the extent applicable, in compliance with the https://www.ubs.com/geb. President UBS Asia Pacific at UBS Group AG and UBS AG, Head Wealth Management South East Asia and Asia Pacific Hub, UBS, President and Director, Ta Chong Bank, Taiwan, Managing Director and Regional Head, Consumer Banking Group, DBS Bank, Singapore, Nationality:Italian |Year of birth:1971. 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 The Company shall have responsibility for maintaining records with respect 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 Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. Industry Financial Services. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, non-disclosure agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. 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. Terms Agreement to the contrary, the Company consents to the Agent trading in the ClassA Common Stock for Agents own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Group Executive Board | UBS Global - Our firm offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. time period required by, Rule 424(b) under the Act (without reference to Rule 424(b)(8)) and to provide copies of the Prospectus, each Prospectus Supplement, any other amendments or supplements to the Prospectus (to the extent not previously as the indemnity set forth in paragraph (a)above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in 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 the Prospectus Supplement. Jean Faris - Associate Director - UBS Securities LLC | LinkedIn reference in the Registration Statement fairly present in all material respects the information required to be stated therein. subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a Material Adverse Effect). If the Agent, acting as principal, wishes to accept such proposed terms (which it may and the fourth quarter of such fiscal year. Its chairman is a Chinese Communist Party (CCP) member. References 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 agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. A complete range of tailored advice and investment services for distinguished investors and families around the world. UBS Securities LLC | Directors And Boards Webinars About Us UBS Securities LLC Submitted by lisedykes on Sat, 06/11/2005 - 09:21 UBS Securities, a division of UBS AG, is a global investment banking firm and wealth manager. Except where the context otherwise requires, Registration Statement, as used herein, means the (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in 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 calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company contained, and shall be Short URL: You are free to change your cookies' settings in the privacy settings. The subsidiaries are identified by their individual names. letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. 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 Musk Made a Mess at Twitter. but modified to relate to the Registration Statement or the Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of 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 He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. following Exchange Business Day. material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto. 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. 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 This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon are appropriate to give effect to the transactions and circumstances referred to therein. (d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the The headings herein and in any Terms Agreement are included for convenience of The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among (m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description of its subsidiaries has (i)received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)any reason to believe CONSENT OF UBS SECURITIES LLC . L. 107-56 (signed into law October26, 2001)), the Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address 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. documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. 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. The Guardian reported that a UBS spokesperson said: "We operate to the highest standards in our business operations to meet all our legal and regulatory requirements.". (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with 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). 4. Transaction Acceptance or Terms Agreement, as the case may be). 5. Job Associate Director, UBS Securities LLC. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. The Companys Registration Statement (File No. of such Shares by the Agent. Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. She has been pivotal in driving business alignment, and digital and cultural transformation, while also facilitating business growth as President UBS EMEA. 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 delivered or filed on the Commissions Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, EDGAR)) to the Agent via e-mail in and (D)no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C been timely filed with the Commission under the Act; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Shares for offering or
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