ubs securities llc board of directors

(iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. C.F.R. (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. Nothing in this Agreement or any Terms Agreement is intended or shall In giving the included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly in all material respects the Company have been advised of: (i)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. UBS Securities, LLC employees: McDonald, Misevicius, LEquilbec the Agents). Ex-1.4 Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i)the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto, During his time as CEO of ING, he steered the bank to profitability after the financial crisis and supported the firms digital transformation. any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has George Athanasopoulos Co-Head Global Markets Head of Global Family and Institutional Wealth. 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 (g) (i) QSV Operations LLC, the Companys joint venture with Volkswagen Group of (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 President Asset Management, UBS Group AG and UBS AG, Head of Investments, Asset Management, UBS. In her previous role, Group COO, she oversaw global functions such as technology, operations, human resources and corporate services. The Board of Directors has set forth policies and procedures as well as a framework for establishing the highest level of business integrity and accountability. Consent of UBS Securities LLC - sec.gov Political Action Committee, Masters degree and doctorate, economics, University of St. Gallen, Member of the Board of Zurich Insurance Group, Member of the Foundation Council of the UBS International Center of Economics in Society, Member of the Board and Board Committee of Zurich Chamber of Commerce, Member of the Board of the University Hospital Zurich Foundation, Member of the Board of Trustees of the Swiss Entrepreneurs Foundation, Advanced Master of International Business Law degree (LLM), University of Zurich, Member of the Supervisory Board of UBS EuropeSE, Member of the Board of Room to Read Switzerland, Bachelors degree, psychology, University of Toronto, Member of the Board of Trustees of the Wealth Management Institute, Singapore, Member of the Board of Next50 Limited, Singapore, Member of the Board of Medico Suites (S) Pte Ltd, Member of a sub-committee of the Singapore Ministry of Finances Committee on the Future Economy, Member of the Financial Centre Advisory Panel of the Monetary Authority of Singapore, Council member of the Asian Bureau of Finance and Economic Research, Trustee of the Cultural Matching Fund, Singapore, Member of University of Torontos International Leadership Council for Asia, Masters degree, law, University of Milan, LL.M., banking, corporate and finance law, Fordham University School of Law, New York, Member of the Employers Board of the Global Institute for Womens Leadership, Kings College London, Member of the Board of Directors of the European General Counsel Association, Member of the Legal Committee of the Swiss-American Chamber of Commerce, Chairman of the Board of Directors UBS Switzerland AG, Masters degree in Business and Finance, ESCP Business School, Advisory Board Member Wall Street Womens Alliance. UBS Group AG Purchases 2,971 Shares of Encompass Health Co. (NYSE:EHC) upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. 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. We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Under the leadership of the Group CEO, the GEB was comprised of 12 members as of 31 December 2021 and has executive management responsibility for the steering of the Group and its business. The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal review, of the public offering of the Shares by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent up to $15,000 in connection therewith), (vi) the fees and disbursements of counsel to the Company The Group CDIO organization consists of the Group Technology teams and Group Corporate Services. UBS Securities LLC is a Delaware limited liability company with its principal office in Weehawken, NJ and is registered with the Commission as a broker-dealer. hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section15 of the Act or Section20 of the Exchange Act to the same extent Job Associate Director, UBS Securities LLC. been timely filed with the Commission under the Act; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Shares for offering or and (D)no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. UBS Securities offers financial services to individual and institutional investors. 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 For example, NTD News notes in a Dec. 11, 2020 story that: The subsidiary is closely linked to UBS's Beijing-based joint venture. 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. written consent if (i)such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)such Indemnifying Person shall have received notice of the terms of such settlement at least Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. 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 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 the time of delivery of such certificates and, in the case of the Chief Financial Officers certificate, covering such other financial, numerical and statistical data that is not covered by the accountants comfort letter dated Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold It provides big data and artificial intelligence to Chinese authorities. 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. reference all XBRL Data required to be included therein; and the XBRL Data included or incorporated by reference in the Registration Statement or the documents incorporated by reference therein fairly presents the information called for in all Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date: The representations, warranties and agreements on the part of the Company herein contained or contained in any statement relating to the Shares, in a form satisfactory to the Agent. 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 the first foreign bank in China to increase its stake in a local securities joint venture to 51 percent. The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arms length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement or the Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section8A of the Certain Covenants of the Company. (f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)the non-exclusive rights of customers, service providers, and strategic and channel partners to use the Company Intellectual Property, under which the Company or any of its subsidiaries have granted valid licenses to been suspended. meaning of Section27A of the Act and Section21E of the Exchange Act) contained or incorporated by reference in the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed 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. 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 that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. . See our upcoming events and important dates. You are free to change your cookies' settings in the privacy settings. 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 Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as He also worked for China's central bank. 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. notes) of the Company and disclosed in the Companys filings with the Commission in accordance with the Exchange Act and all other applicable laws. Agent, the Agents commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%, of the actual sales price of such Shares (the Gross Sales Price), which Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in a total Gross Sales Price that exceeds the Maximum Amount nor The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for the Purchased A complete range of tailored advice and investment services for distinguished investors and families around the world. Sep 2016 - Feb 20236 years 6 months. (g) Each sale of the Shares to the Agent in a Principal Transaction shall be (dd) The Company and its subsidiaries maintain an effective system of disclosure The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any Ms. Harford has been the UBS GEB Lead for Sustainability and Impact since May 2021. the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. furnished by the Agent consists of the information described as such in subsection (b)below. 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 Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance (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 consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the financial statements of any other Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance (aa) No labor disturbance by or material dispute with employees of the 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 Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii)any The Company provides services such as equities sales and trading, fixed income products, and treasury products. (6) such other documents as the Agent shall reasonably request. We are here to provide quality strategies customized to your needs. Common Stock by any of its officers or directors, (ii)during any period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii)at any time from (c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission other than in good faith. (email: savvaj@sullcrom.com); and Transaction Acceptances shall be. of any Agency Transaction or Terms Agreement, the Company shall (i)indemnify and hold harmless the Agent and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses arising from or as a result (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. 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 18. formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. Agreement shall have the same meanings when used herein. 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. and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Act); and such registration statement sets forth the terms of the the Companys knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Agent shall have reasonably objected in writing. Joint Venture), nor to the Companys knowledge, the Joint Venture is (i)in violation of its charter or by-laws or other Organizational Documents (as defined below); (ii)in default, and no appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. 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, For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this UBS Securities LLC . Except as otherwise agreed between the Company and the ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. data is accurate and fairly presented in all material respects and (b)the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D] hereto have been based on or derived from information (uu) The ClassA Common Stock is an actively-traded security excepted 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. Please consult the sales restrictions relating to the products or services in question for further information. 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, 3. (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 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 (n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or file any such proposed amendment or supplement to In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the UOB : Board of Directors (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. 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 and prior to the delivery to the Company of the latest Transaction Acceptance. 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. material compliance with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or any During his term as Group Chairman and CEO, the Bank's network expanded from 75 to more than 500 branches and offices globally and its assets increased from $2.8 billion to more than $253 billion through his pursuit of disciplined and sustainable growth. 2.1.3. Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. Mr. Luo brings a wealth of experience and contacts in China's commercial and regulatory sector. Act or the Exchange Act, as applicable, and present fairly in all material respects the consolidated (if applicable) financial position of such entity or business, as the case may be, and its subsidiaries (if any) as of the dates indicated and the $400,000,000 (the Maximum Amount). (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth Settlement Date; and, together with any Agency Settlement Date, a Settlement Date) and place of delivery of and payment for such Shares. reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. 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 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 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 252.81, 47.2 or 382.1, as applicable. and validly waived or satisfied; except as described in or expressly contemplated by the Registration Statement and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive Fact Check: What The Story About China, Dominion and $400 Million Is Deposit Insurance Act and the regulations promulgated thereunder and (ii)Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Leadership Team - Enterra Solutions 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. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. Each other independent registered public accounting firm, if any, that has certified 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. Said the journalists: In total, UBS helped incorporate more than 1,000 offshore institutions for clients from China, Hong Kong or Taiwan, In response to ICIJ's questions, UBS issued a statement saying its "know-your-client" policies as well as procedures to deal with politically-sensitive clients are among "the strictest in the industry.". Download the UBS SEC Notification to read the entire communication. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, are not a party to or bound 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 If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the 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 that is considered furnished under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration (ii)implemented, monitored and have been and are in material compliance with, applicable administrative, technical and physical safeguards and policies and procedures designed to ensure compliance with Privacy and Data Security Requirements. (b) The 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. UBS Group AG lifted its position in shares of Encompass Health Co. (NYSE:EHC - Get Rating) by 4.3% during the 3rd quarter, according to its most recent disclosure with the Securities & Exchange . from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. 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