ubs securities llc board of directors ubs securities llc board of directors

otherwise, cause to be furnished to Agent (A)the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional Corporation, counsel to the Company, and the written (e) (i) No order 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. In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the Let us know!. Central risk and control for North America Operations in Exchange Traded Derivatives. (6) such other documents as the Agent shall reasonably request. Amendments or QuantumScape Corporation ClassA Common Stock. (o) The execution, delivery and performance by the Company of this Agreement and any Terms According to the profile, he went on to hold senior posts such as director of China affairs of the Securities and Futures Commission of Hong Kong from August 2001 to October 2007. (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 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 board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. parties with respect to an Offering Date, and the Agent thereafter determines and notifies the Company that the Gross Sales Price for such Agency Transaction would not be at least equal to such Floor Price, then the Company shall not be obligated to Transaction Acceptance or Terms Agreement, as the case may be). required under the Act or the Exchange Act to be described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are not so described as required and (ii)there are no statutes, regulations or Direct ownership of UBS Securities LLC is shared by Americas Holding, 1%, and UBS Americas Inc., 99%. 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. a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement datedFebruary 28, 2023 (the Distribution Agreement) between the Company or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agent in connection with the offering of the Shares; (d) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or Before joining UBS, Ms. Youngwood was CFO for JPMorgan Chase Consumer & Community Banking. 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 Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. 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 An unconfirmed December 5, 2020 report by NTB News said Ye was among 12 board members who resigned recently. 2.1.3. reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement 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 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. For information about our privacy practices, please visit our website. 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. deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. all other applicable laws and regulatory rules or requirements, including the rules of the Exchange and. Ms. Levi began her corporate career with Novartis Group in 2004 and worked there for 16 years, holding a number of senior legal roles across Europe. UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. 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 In both roles, she was a member of that companys executive committee. duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, 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 or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B)no injunction or order of any federal, state or foreign court 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 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 Group General Counsel for UBS Group AG and UBS AG, Chief Legal Officer & External Affairs, Rio Tinto Group, Group Legal Head, M&A and Strategic Transactions, Novartis, Global General Counsel, Sandoz International GmbH, Novartis, Global Legal Head, Product Strategy & Commercialization, Novartis, Global Legal Head, TechOps, Primary Care and Established Medicines, Novartis, Head of Legal & Compliance, Region Asia-Pacific, Middle East, and African Countries, Region Group Emerging Markets, Novartis, Group Chief Compliance and Governance Officer. Company LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (each, an Alternative Agent, and, collectively, the Alternative Agents; and the Agent and the Alternative Agents, collectively, Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the Agreements), and do hereby further certify on behalf of the Company, as follows: 1. 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. He spent 11 Years as an executive editor and executive producer at CNN. In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. which has constituted or which would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. 333-266419) (the registration statement) for the registration of the Shares Learn more about Mailchimp's privacy practices here. QuantumScape Corporation, a Delaware In New York, three out of four UBS board members are Chinese. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, hereto or thereto as the case may be. individually or in the aggregate, would reasonably be expected to materially impair the conduct of the Companys or its subsidiaries businesses as currently conducted and as proposed to be conducted. 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 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 (q) If immediately prior to the third anniversary (the Renewal Deadline) Find out how top athletes and entertainers are planning for life after the spotlight, How Black investors can advance their financial goals and communities. Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Companys Except where the context otherwise requires, Registration Statement, as used herein, means the 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 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 21. 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 (b) The Agent shall have received a letter or letters, which shall include legal opinions 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. as currently proposed to be conducted ((A) and (B)collectively, the . 10. (ss) Nothing has come to the attention of the Company that has caused the Company to believe that the 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 18. that would not, individually or in the aggregate, have a Material Adverse Effect. 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 Indemnified Person as a result of such losses, claims, damages or liabilities (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering of in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; provided that nothing herein shall prevent Agreement, the parties hereto agree that the Agents obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the inappropriate due to actual or potential differing interests between them. In his current position, he is responsible at the Group level for compliance and operational risk control, governmental and regulatory affairs, as well as investigations and governance matters. solicitation of an offer to buy, or any sales of Shares pursuant to any At the Market Offering (as defined herein and within the meaning of Rule 415(a)(4) under the 1933 Act) shall only be effected by or through the Agent or an Alternative Agent. 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 property or assets of the Company or any of its subsidiaries is subject; or Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and to this Agreement, the Alternative Agreements, any Terms Agreements and any Terms Agreement, as defined under and entered into pursuant to any Alternative Agreement (an Alternative Terms Agreement), is equal to the most influential managing directors. Global Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, UBS E-banking and online services Switzerland, Masters degree, business econometrics and operations research, Tilburg University, Member of the Board of the Swiss-American Chamber of Commerce, Member of the Institut International dEtudes Bancaires, Member of the World Economic Forum International Business Council, Governor of the Financial Services/Banking Community of the World Economic Forum, Member of the International Advisory Panel, Monetary Authority of Singapore, Member of the Board of the Institute of International Finance, Masters degree, mathematics and informatics, and doctorate, mathematics, University of Erlangen-Nuremberg, Chairman of the Board of Christian Bluhm Photography AG, Member of the Board of UBS Switzerland AG, Member of the Foundation Board of the UBS Pension Fund, Member of the Foundation Board International Financial Risk Institute, Masters degree, politics, philosophy and economics, St. Johns College, Oxford University, Member of the Board of Directors of Done Next Holdings AG, Member of the Board of UBS Business Solutions AG, Member of the Board of UBS Optimus Foundation, Member of the Board of Trustees of the Inter-Community School Zurich, Bachelors degree, physics and mathematics, Denison University, Ohio, MBA, Tuck School of Business, Dartmouth College, Chairman of the Board of Directors of UBS Asset Management AG, Chair of the Board of UBS Optimus Foundation, Member of the Leadership Council of the Bob Woodruff Foundation, Bachelors degree, economics, Princeton University, Masters degree, business administration, Stanford University Graduate School of Business, Member of the Board of UBS Americas Holding LLC, Member of the Board of the Securities Industry and Financial Markets Association, Bachelors degree, economics, Hobart and William Smith Colleges, MBA, finance and statistics, University of Chicagos Booth School of Business, Member of the Board of UBS Americas HoldingLLC, Trustee of the UBS Americas Inc. limited liability company agreement and certificate of limited liability company (or similar document), and (iv)with respect to any other entity, its similar organizational documents. regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties. the knowledge of the Company, any agent, controlled affiliate or other person associated with (as that term is defined in the Bribery Act 2010 of the United Kingdom) or acting on behalf of the Company or any of its subsidiaries has 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 investment, accounting or regulatory matters in any jurisdiction. Ms. Harford joined UBS in 2017, bringing with her a broad experience from across the industry, including in research, client coverage and risk management, and successfully led UBS Asset Managements integrated investments capabilities, driving performance for its clients. The Board of Directors of UBS Bank USA comprises the following members: Rosemary T. Berkery, Chairman, UBS Bank USA . UBS Americas Inc.; UBS Securities LLC; UBS Financial Services Inc.; UBS Bank USA; UBS Business Solutions US LLC; UBS AG Stamford Branch; and UBS AG New York (787 7th Ave.) WMA Branch (the "New York 787 Branch"). Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. funds. improper payment or benefit. 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. each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case, that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or 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 statistical and market-related data included in the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. It is called UBS Securities LLC. Notwithstanding any provision of the Distribution Agreement or this There, current and former board members are tied to Chinese communist military and intelligence agencies. UBS Securities LLC provides client focused advisory, capital markets and financing solutions and providing access to primary and secondary the Company will not offer shares of ClassA Common Stock or any securities convertible into or exchangeable or exercisable for shares of the ClassA Common Stock in a manner in violation of the Act or the Exchange Act; and the Company Some board members serve the company in New York and Beijing at the same time. 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 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 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 She joined UBS from the Federal Reserve Bank of New York, where she was COO and First Vice President. The Companys auditors and the Audit Committee of the Board of Directors of the Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of the Agent, as applicable; provided, however, (i)used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)made or taken an act in furtherance of an offer, promise or authorization of any direct or initiation of any proceeding for such purpose. He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. (g) (i) QSV Operations LLC, the Companys joint venture with Volkswagen Group of Such shares are hereinafter collectively referred to as the Shares and set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information. (aa) No labor disturbance by or material dispute with employees of the (f) The remedies provided for in this 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 Transaction that would constitute a distribution, within the meaning of Rule 100 of Regulation M under the Exchange Act or a block within the meaning of Rule 10b-18(a)(5) under the 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 15. reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i)transactions are executed in delivery by the Company of a Terms Agreement shall be deemed to be (i)an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto non-disclosure agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. or made by the Company on any class of capital stock (other than regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. Will His AI Plans Be Any Different? (vv) Any certificate signed by (hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to sale in any jurisdiction, or of the initiation or. You are free to change your cookies' settings in the privacy settings. 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 No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Act) shall be entitled to authorizing the Companys execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and, such other documents as the Agent shall reasonably request; and. There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, issue and sell through the Agent, and the Agent shall be obligated to use commercially reasonable efforts, consistent with its normal trading and sales practices and as provided herein and in the applicable Transaction Acceptance, to place Shares 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. any document incorporated by reference therein that are not so filed as exhibits or so described as required. 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 Settlement Date; and, together with any Agency Settlement Date, a Settlement Date) and place of delivery of and payment for such Shares. The aggregate Gross Sales Price (as defined in Section2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall not exceed an aggregate of Brice was a national desk editor and reporter at The Atlanta Journal-Constitution for nearly 20 years. for the sale of such Shares and (ii)with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares. New York, New York 10019 . (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. (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an Earnings Announcement) through and including the Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form 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 Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to Mercantile Exchange or the Chicago Board of Trade; (ii)trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any 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. Material Adverse Effect; and (iii)except as described in each of the Registration Statement and the Prospectus, (A)there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its The foregoing sentence shall not apply to (A)Shares offered and sold under He then became Global Head of Equities at UBS, responsible for driving UBSs growth strategy for equities globally. (a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.