1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. recognized statistical rating organization, as such term is defined by the Commission for purposes of Section3(a)(62) of the Exchange Act and (B)no such organization shall have publicly announced that it has under surveillance or 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. The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in QuantumScape Corporation ClassA Common Stock. material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus or such Terms Agreement. statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the Privacy and Data Security Requirements) and result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Companys ability to record, process, summarize and report financial information; and (ii)any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal controls (y) The Company and its subsidiaries have paid all material federal, state, local and taken as a whole; and (iii)neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, Company and its subsidiaries (the Company Stock Plans), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the Grant President Asset Management, UBS Group AG and UBS AG, Head of Investments, Asset Management, UBS. (g) The Company agrees that, during the term of this Agreement, any offer to sell, any (iii)in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii)and (iii) above, for any such default or violation improper payment or benefit. access to same, except for those that have been remedied without material cost or liability, and (B)no material incidents under internal review or investigations relating to the same. 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 The representations and warranties of the Company in the Agreements are true and correct on and as of the date hereof as though made on and parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. 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. Quotient Technology Inc. - Governance - Board of Directors (i)the Company and each of its subsidiaries (other than the Joint Venture), and, to the Companys knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to or upon the exercise of options granted thereunder. (jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company, He is a financial sector veteran, with more than 30 years in senior roles in financial services, including as Head Wealth Management Asia Pacific, Country Head Singapore and Head Wealth Management South East Asia and Asia Pacific Hub for UBS. delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a comfort Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. send to its shareholders or shall from time to time publish or publicly disseminate and (ii)copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to the Agent from time to time during the Term such other information as the (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities Ames & Co for seven years. Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and the It provides big data and artificial intelligence to Chinese authorities. Delaware corporation (the Company), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February28, 2023 between the Company and each of J.P. Morgan Securities LLC, The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and 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 The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. (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. and of the Companys independent registered public accounting firm, (vii)the performance of the Companys other obligations hereunder and under any Terms Agreement and (viii)the reasonable and documented out-of-pocket expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with QuantumScape Corporation, Although it's not clear they are the same person, someone named Luo Qiang is listed on a June 23, 2005 SEC document as having been appointed to the board of directors of the China Media Group Corp. 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 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 results of its or their, as the case may be, operations and the changes in its or their, as the case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting 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). respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such following Exchange Business Day. From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall What We Know: Dominion Voting Systems and UBS Securities 1285 Avenue of the Americas . 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. 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 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. judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants UBS Group AG Reduces Stock Position in SPDR Dow Jones International 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 Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. (d) Any termination of this Agreement shall be effective on the date specified in such notice of (f) Each of the Company and its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their 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 Key People UBS Group AG Board of Directors Name/Title Current Board Membership expand All Executives Thomas Colm Kelleher Chairman Ralph A. J. G. Hamers Group Chief Executive Officer Sabine. 12. C.F.R. For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this 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 pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or 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 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 sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Although UBS did not publicly name its Group Managing Directors, UBS employees could determine through the firm's intranet which . 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 U.S. Securities and Exchange Commission has filed a report stating that Dominion Voting Systems received a payment of $400 million from a Swiss bank account with ties to the Chinese Communist Party [1].The payment was made to Staple Street Capital, a middle-market private equity firm based in New York, who acquired Dominion Voting Systems in 2018. designed to ensure that such information is accumulated and communicated to the Companys management as appropriate to allow timely decisions regarding required disclosure. form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. Activities with respect to US securities are conducted through UBS Securities LLC, a US broker dealer. 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 and in the Companys Quarterly Reports on Form 10-Q for the quarters ended and [Insert reference to any subsequent Form 10-Qs and any The Registration Statement or Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement 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. necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and the Agent shall enter into an agreement in accordance with Section2 hereof regarding the terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. 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. 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 Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 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. Industry Financial Services. 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. 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 corporate officers of the Company and representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the (h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any UBS Securities LLC operates as the investment banking division of UBS, providing investment and broker-dealer services worldwide. Notwithstanding any provision of the Distribution Agreement or this Direct ownership of UBS Securities LLC is shared by Americas Holding, 1%, and UBS Americas Inc., 99%. by-laws, (ii)with respect to a limited or general partnership, its partnership agreement and certificate of partnership (or similar document), (iii) with respect to a limited liability company, its (o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. Commissions rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. 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 to official notice of issuance, on the Exchange. SEC Filing: Dominion Received $400 Million From Swiss - Lotus Eaters 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 Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to prospectus (as defined in Rule 405 under the Act). Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day 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. number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an Agency Transaction). the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. any liability that it may have to an Indemnified Person otherwise than under this Section9. Dominion Voting Systems' Potential Ties with China 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. 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, BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 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, (C)the repurchase of shares of capital stock upon termination of the Act) on or after the initial effective date of the Registration Statement, or the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and deemed to be incorporated therein by reference. and delivers a Terms Agreement, (iv)each Time of Sale (as defined in Section3(a)), (v) each Settlement Date and (vi)each Bring-Down Delivery Date (as defined in Section6(b)) (each such date listed in (i)through (vi), a to the aggregate number and aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of (rr) No forward-looking statement (within the No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Let us know!. He spent 11 Years as an executive editor and executive producer at CNN. No, that's not accurate: A Swiss investment bank's New York subsidiary, UBS Securities LLC, in October bought $400 million in shares Dominion's parent company, Staple Street Capital LLC. Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are in subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby of America, Inc., Volkswagen Group of America Investments, LLC and the Joint Venture, and related ancillary agreements entered into as of such dates; (ii)the Joint Venture has incurred no material liabilities, is not subject to any legal The subsidiaries are identified by their individual names. any Terms Agreement, the issuance and sale of the Shares, compliance by the Company with the terms of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except as 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. thereof contained in the Registration Statement and the Prospectus. 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, We are here to provide quality strategies customized to your needs. (d) Each Bring-Down Delivery Date, the Company Elizabeth LaPuma is a Managing Director at UBS focusing on financial institutions financing, structuring and M&A. Settlement Date; and, together with any Agency Settlement Date, a Settlement Date) and place of delivery of and payment for such Shares. (p) reference in the Registration Statement fairly present in all material respects the information required to be stated therein. .pdf format on such filing date to an e-mail account designated by the Agent and, at the Agents request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other UBS Securities LLC - Company Profile and News - Bloomberg Markets The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case may be. We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a 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 Sep 2016 - Feb 20236 years 6 months. President Global Wealth Management, UBS Group AG and UBS AG, President UBS EMEA, UBS Group AG and UBS AG, Co-President Global Wealth Management, UBS Group AG and UBS AG, CEOInternational Wealth Management, Credit Suisse, CFOPrivate Banking & Wealth Management, Credit Suisse, Managing Partner Assurance and Advisory Services Financial Services, Ernst & Young (EY), Industry Lead Partner Banking and Capital Markets, Switzerland andEMEAPrivate Banking, EY, Nationality:Singaporean |Year of birth:1960. respect to any differences and (v)interactive data in eXtensible Business Reporting Language (XBRL Data) included or incorporated by reference in the Registration Statement fairly presents the information called for in all November25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture have not received, and prior to November25, 2020, QuantumScape Corporation (for the avoidance of initiation of any proceeding for such purpose. transaction described in clause (i)or (ii) above is to be settled by delivery of shares of ClassA Common Stock or other securities, in cash or otherwise. rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests of the Company or any of its subsidiaries, nor any contracts, commitments, agreements, understandings
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