Mr. Khan joined Ernst & Young (EY) in 2001, holding many leadership positions and becoming the youngest ever partner of the firms Swiss arm; when leavingEY, he was lead auditor of UBS. ClassA and the fourth quarter of such fiscal year. (b) Submission to Jurisdiction. 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). pursuant to Section5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with Prospectus Supplement or the Prospectus and any similar references shall, unless stated otherwise, include any information incorporated or deemed to be incorporated by reference therein. Ms. Harford has been the UBS GEB Lead for Sustainability and Impact since May 2021. Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. (DWAC) or by such other means of delivery as may be agreed to by the Company and the Agent. in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. 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. the Agent within the meaning of Section15 of the Act or Section20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented out of pocket legal 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 For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person In the event of a conflict between the terms of this Agreement and the terms of a Terms UBS Securities LLC . a right of first refusal on behalf of the Company pursuant to the 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 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. threatening of any proceeding for that purpose, pursuant to Section8A of the Act; (iii)of the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding Notices. View or download our current and archived financial reports. delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to Terms Agreement. (tt) All of the Shares that have been or may be sold under this Agreement and any Terms Agreement have been approved for listing, subject only 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 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 If the Agent, acting as principal, wishes to accept such proposed terms (which it may the Company. respect to such transaction. (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 U.S. 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 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 and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)the qualification of the Shares for offering and upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement or the Prospectus (it being understood that such information consists solely of the President of the Executive Board, UBS Business Solutions AG, CIOfor Corporate and Institutional Banking, Standard Chartered Bank, Global Group Technology and Operations Head forGlobal Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, CIOfor Financial Markets, Standard Chartered Bank, Global Head of Strategy and Corporate M&A, Global Markets, Standard Chartered Bank, Head Corporate Strategy & M&A,EMEAand Pacific Rim, Merrill Lynch, Head of Corporate and Institutional Banking Practice, Asia Pacific, Oliver Wyman, Nationality:American (US) |Year of birth:1962. nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act or the rules and regulations promulgated thereunder. as exhibits to such Incorporated Documents. offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Company, threatened. 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 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 In New York, three out of four UBS board members are Chinese. No Fiduciary Relationship. accordance with managements general or specific authorizations; (ii)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)access to Stamford, CT 06902 United States the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit 5. Members of the Board: and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Certain Defined Terms. notwithstanding such termination. 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. 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 You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. 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. QuantumScape Corporation ClassA Common Stock. Majestys Treasury (HMT) or other relevant sanctions authority (collectively, Sanctions), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or 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. 3) Dominion Voting Systems Inc. was founded in Canada in 2003 and incorporated in the United States on July 7, 2009. 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. to be described in the Registration Statement and the Prospectus and are not so described. 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 (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 enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State and including, without. opinion and a negative assurance letter of Sullivan& Cromwell LLP, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Additional Covenants of the Company. Download the UBS SEC Notification to read the entire communication. 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 (b) The Mike Dargan was appointed Group Chief Digital and Information Officer (CDIO) in May 2021. 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. No Indemnifying Person shall, without the written consent of the (b) Each time that (i)the Registration Statement or the Prospectus https://www.ubs.com/geb. From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. agreements of any kind relating to the Company Intellectual Property owned or purported to be owned by the Company and any of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, that are required or reported on any other financial statements included or incorporated by reference in the Registration Statement or the Prospectus is an independent registered public accounting firm with respect to the Company and its subsidiaries or other Will His AI Plans Be Any Different? as of each Representation Date, the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the 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 Waivers. ownership or lease of property or the conduct of their respective businesses requires such qualification (to the extent that such concepts are applicable in such jurisdiction), and have all power and authority necessary to own or hold their Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. not limited to ERISA and the Internal Revenue Code of 1986, as amended (the Code), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)no amended and supplemented to the time of delivery of such letters authorizing reliance). 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, Highlights of UOB's expansion since 1965 include: 1965 Opens 1st overseas branch in Hong . Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . Recognition of the U.S. Special Resolution Regimes. Martire was a member of the Board of Directors of J. Alexander's Holdings, Inc. from 2015 to 2021, where he served as Lead Independent Director from 2019 to 2021. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions Exchange Act, the Company will provide the Agent, at the Agents request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants letters and officers certificates 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 The show takes listeners inside the business end of the sports world, and explains what it means to fans and their pocketbooks. (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 shall have been approved for listing on the Exchange, subject only to notice of issuance. anti-corruption law; or (iv)made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture. 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. (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . UBS Securities, LLC, which is based in New York, served as the adviser between the company and its investors, who are not named. And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration Jean Faris - Associate Director - UBS Securities LLC | LinkedIn as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. place and at the purchase price set forth in the Schedule hereto. Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. Companys knowledge, the Joint Venture, have (i)operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of Mr. Bluhm is responsible for the development of the Groups risk management and control framework for various risk categories and implementation of its independent control frameworks. He also worked for China's central bank. 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. 14. the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. (f) The Company acknowledges and agrees that (i)there can be no assurance that the Agent will be successful in selling the Shares, NTB News said: According to Chinese company profiling website Qixin, after the 2020 election, the Beijing UBS's went through a major leadership turnover on November the 30th. 4. All rights reserved. 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 and the Companys charter and by-laws, a duly authorized committee thereof. If the foregoing correctly sets forth the understanding between the Company and the Agent, Mr. Luo brings a wealth of experience and contacts in China's commercial and regulatory sector. Did China buy Dominion Voting Systems for $400 million in October 2020? hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). 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. Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. counsel reasonably satisfactory to the Indemnified Person; (iii)the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the
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