ubs securities llc board of directors

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. 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. and its subsidiaries most recently completed fiscal year. 11. 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 certificates, dated as of such Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the 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. He has been with UBS for 40 years and held various positions across the firm, including manager of the Group-wide too-big-to-fail program, COO Wealth Management & Swiss Bank, Head Products and Services of Wealth Management & Swiss Bank, COO Asset Management, and Head Group Internal Audit. Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; a comfort letter from Ernst& Young LLP, addressed to the Agent and dated the date of this Note: if reading this fact check makes you want to contact us to complain about bias, please check out our Red feed first. substance to the Agent. 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. place and at the purchase price set forth in the Schedule hereto. A Reuters profile says he worked early in his career as an economist at the state-owned People's Bank of China from August 1994 to July 1998. (y)does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by America, Inc. (the Joint Venture) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May14, 2020, C.F.R. No purchaser of Shares from or through the Agent According to U.S. Securities and Exchange Commission (SEC) documents, which can be found here, here, here and here, the U.S.-based UBS Securities LLC bought from Staple Street Capital $200 million of shares in December 2014 and $400 million on October 8, 2020, less than a month before the U.S. presidential election. He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. 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 consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated UBS Group AG operates under a strict dual board structure, as mandated by Swiss banking law, and therefore the BoD delegates the management of the business to the GEB. decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction. 2. not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. Just saying that for my conspiracy theory fans. 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 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 The Company may also offer to formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. This website uses cookies to make sure you get the best experience on our website. be expected to result in a material liability to the Company or its subsidiaries; (iii)for each Plan that is subject to the funding rules of Section412 of the Code or Section302 of ERISA, the minimum funding standard of The company issued a statement November 26, 2020 denying the allegation here. therein, 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 cashless exercises or settlements) of stock options or restricted stock The Companys auditors and the Audit Committee of the Board of Directors of the 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 Learn more about Mailchimp's privacy practices here. No government Certain Defined Terms. The Group CDIO organization consists of the Group Technology teams and Group Corporate Services. Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or short-term debt or long-term debt (except for borrowings and the with any such limitations shall be the sole responsibility of 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 There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to Previously, he was political editor at The Tampa Tribune and also worked for three other Florida newspapers. While it appears three of the four board members of that subsidiary's board are Chinese and could represent Chinese investors, shareholder information is private, so it is unknown if China or any other government owns shares. any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. UBS Securities LLC . over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a (p) The Company consents to the Agent trading in the ClassA Common Stock for the Agents own account and for the account of its The Company represents and Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. 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 252.81, 47.2 or 382.1, as applicable. 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 CONSENT OF UBS SECURITIES LLC . The Agents obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agent: an officers certificate signed by two officers of the Company (one of whom shall be the Chief Financial Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable No Indemnifying Person shall, without the written consent of the In 2018, UBS increased its ownership of the China subsidiary to 51% by buying out two of its Chinese partners. 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. All rights reserved. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the (y) The Company and its subsidiaries have paid all material federal, state, local and board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. 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. 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 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 in Rule 405 under the Act. pursuant to the Agreements on or prior to the date hereof; 3. any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the Mu Lina was a board member with China TransInfo, a major surveillance camera producer in China. shall have been approved for listing on the Exchange, subject only to notice of issuance. Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. (jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company, 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). (h) If, at any time during the Term, any event shall occur or condition shall exist as a result of which it is necessary in the reasonable statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be, or such later date as may be (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 statements) for an update on diligence matters with representatives of the Agent and (ii)at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, We concentrate on developing long-term relationships through a commitment to quality client service. Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. Experience UBS Securities, LLC Investment Bank 2006 . delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. It was established in 2006, and UBS and partner International Finance Corp. bought a combined 24.9% share of the company in 2007. the Agents). (ii)the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal 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. from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. 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 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 Among the four board members listed in a December 9, 2020 Bloomberg company profile of UBS Securities LLC are: Luo Qiang, Ye Xiang and Mu Lina. now or hereafter have to the laying of venue of any such suit or proceeding in such courts. She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the 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 the Company or its subsidiaries; (vi)neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the furnished by the Agent consists of the information described as such in subsection (b)below. 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 reference in the Registration Statement fairly present in all material respects the information required to be stated therein. 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 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 and warrants to, and agrees with, the Agent, on and as of (i)the date hereof, (ii)each date on which the Company receives a Transaction Acceptance (the Time of Acceptance), (iii) each date on which the Company executes C.F.R. 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. Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, 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 entitled to indemnification pursuant to this Section9 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented expected to result in material liability to the Company or its subsidiaries. been suspended. Short URL: commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses 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 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 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. UBS Securities offers financial services to individual and institutional investors. Such shares are hereinafter collectively referred to as the Shares and 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 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 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 (h) Notwithstanding the foregoing, the requirements to provide the officers 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 (c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees Roster Phone (203) 719-3000 Roster Web http://www.ubs.com Roster Address 677 Washington Blvd. Agent unless and until the Company and the Agent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. authorized, executed and delivered by the Company. prospectus (within the meaning of the Act) or used any prospectus (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. 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. or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been