The foregoing sentence shall not apply to (A)Shares offered and sold under Survival. Let us know!. Execution of Agreement. Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] UBS Group AG's holdings in Nexstar Media Group were worth $3,293,000 at the end . Except as otherwise set forth in the Registration Statement and the Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be The claim appeared in an article published by BillLawrenceOnline on December 1, 2020 titled "China Bought Dominion In October" (archived here) which opened: China Bought Dominion In October -- It's not a theory when you have the documentation. He has been a journalist for more than 40 years, nearly 30 of them in newspapers. 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. U.S. sale in any jurisdiction, or of the initiation or. circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement in or omission from the Registration Statement or the Prospectus made in reliance This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the ClassA Common Stock on the Exchange shall not have Such shares are hereinafter collectively referred to as the Shares and 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). offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. 1996 Salomon Brothers Inc 1987 - 1989 Skills Hedge Funds, Investments, Board of Directors, Capital Markets, Private Equity, Fixed Income, Equities, Valuation, Investment Banking, . material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. below. San Jose, California 95134 . Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 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. hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). There is no known relation between China Media Group Corp. and UBS Securities LLC. a key role as middlemen in helping Chinese clients set up trusts and companies in the British Virgin Islands, Samoa and other offshore centers usually associated with hidden wealth A two-year investigation by the investigative journalists highlighted how extensive a role UBS played. 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. requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the Based on the Companys most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Companys internal control over financial reporting. Adjustments for Stock Splits. 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 its officers who signed the Registration Statement and its control persons, if any, as the case may be, and that all such reasonable and documented fees and expenses shall be paid or reimbursed as they are incurred. Agreement, the terms of such Terms Agreement shall control. 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 (b) Each time that (i)the Registration Statement or the Prospectus Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. contribution from any person who was not guilty of such fraudulent misrepresentation. single given day, and the Company shall in no event request that more than one Agent offer to sell, solicit offers to buy or sell Shares on the same day. 7. (r) Ernst& Young LLP, whose report on the consolidated financial statements of the 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 could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (C)none of the Company and its subsidiaries anticipates material capital expenditures (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in A qualified attorney-at-law, she has been admitted to the Supreme Court of the United States, the New York State bar and the bar of Milan, Italy, and has worked in several law firms in New York and Milan. that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. Musk Made a Mess at Twitter. to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any the Companys knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. fees and expenses of such counsel related to such proceeding, as incurred. material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto. 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 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 formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. 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 Relationship summary for individual UBS Wealth Management clients, Relationship summary for individual clients of UBS Securities LLC (UBS). If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section2 hereof. the Agents). In her previous role, Group COO, she oversaw global functions such as technology, operations, human resources and corporate services. that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. 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. refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the Incorporated Documents), including, unless the context otherwise requires, the documents, if any, filed Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. prospects. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. 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. The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the 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. 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. Agent and its counsel. payment of the purchase price.]. 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 ClassA Sarah Youngwoodbecame Group CFO in May 2022. See our upcoming events and important dates. calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Chief Investment Officer-UBS BUSA Services, LLC. UBS Securities offers financial services to individual and institutional investors. Agreement shall remain in full force and effect until the earliest of (A)termination of the Agreement pursuant to Section8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)such date that the Maximum 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 improper payment or benefit. the Prospectus Supplement. doubt, prior to its business combination with Kensington Capital Acquisition Corp.), its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture did not receive, any notice of any material claim of Download the UBS SEC Notification to read the entire communication. And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. waived. Robert Karofsky was appointed Co-President of the Investment Bank in 2018. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. The subsidiaries are identified by their individual names. (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for 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 amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section9(d) above shall be deemed to include, subject to the for past, present and future infringement, misappropriation or dilution of any of the same (collectively, Intellectual Property), owned or used by the Company or, To the best of the Companys knowledge, the conduct of the Companys and each of its 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. of such default by the Company and (ii)notwithstanding any such default, pay to the Agent the commission to which it would otherwise be entitled in connection with such sale in accordance with Section2(b) below. FOR IMMEDIATE RELEASE2021-130. Representation Date), as follows: (a) The Registration Statement was declared effective by the Commission not earlier We concentrate on developing long-term relationships through a commitment to quality client service. 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. number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva will not distribute any offering material in connection with the offer and sale of the Shares, other than the Registration Statement or the Prospectus and any amendments or supplements thereto. Member of SIPC. under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake (f) The remedies provided for in this Advisory services, research, and access to global capital markets for corporate and institutional clients. Spotted something? regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or Additionally, the Agent is not advising the Company or any other person as to any legal, tax, Mr. Estey is the retired Chairman of UBS Securities Canada Inc., a financial services company, and has more than 30 years of experience in financial markets. 1285 Avenue of the Americas . offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall 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 Customized solutions for North American subsidiaries of Swiss corporations. from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. Representations, Warranties and Agreements of the Company. most influential managing directors. The New York subsidiary is a private company, so information about the shareholders is not publicly available. (j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby To the best of the Companys knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual He became sole President in April 2021. a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed during the Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. 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 So BillLawrenceOnline reports: Staple Street Capital III, L.P. sold $400 million in securities to UBS Securities Co., Ltd. over financial reporting. In both roles, she was a member of that companys executive committee. The Companys auditors and the Audit Committee of the Board of Directors of the have occurred or shall exist, which event or condition is not described in the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Agent makes it impracticable or inadvisable to proceed with the She has a strong track record of adding long term value, prioritizing decisions, and driving agile and data driven transformations. The Company provides services such as equities sales and trading, fixed income products, and treasury products. (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by Common Stock, par value $0.0001 per share. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, Mu Lina, who was a board member of the New York subsidiary, worked as the director of wealth management funds and head of fund operations at UBS Beijing, based on public information. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. Please consult the sales restrictions relating to the products or services in question for further information. prospectus (within the meaning of the Act) or used any prospectus (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. 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. Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). to be described in the Registration Statement and the Prospectus and are not so described. (h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. Mu Lina was a board member with China TransInfo, a major surveillance camera producer in China. President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. Prospectus means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) in this Agreement to financial statements or other information that is contained, included, described, set forth or provided in the Registration Statement, the Base Prospectus, the 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; This is the sixth matter arising from the Enforcement Division's ETP . would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its 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 currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiarys capital stock, from The Financial Times pointed out in a December 1, 2018 story that UBS became. To the best of in Section2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. Except as otherwise set forth in the Registration Statement and the Prospectus, there has been no material loss or unauthorized access, use, disclosure, modification or breach of security of confidential, sensitive, personal, or regulated customer, suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal. any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the (z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all (vii)there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be or target of Sanctions, (ii)to fund or facilitate any activities of or business in any Sanctioned Country or (iii)in any other manner that will result in a violation by any person (including any person participating in the transaction, been suspended. registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications As used herein, Time of Sale means (i)with respect to each offering of Shares pursuant to this Agreement, the time of the Agents initial entry into contracts with investors Since except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from Nationality: American (US)|Year of birth: 1971. letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto that purpose or pursuant to Section8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial Learn more about Mailchimp's privacy practices here. The Company has filed with the U.S. Securities and Exchange Commission (the UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. sale and (B)the Agent suspending activity under this program for such period of time as requested by the Company or deemed appropriate by the Agent in light of the proposed sale, (i)offer, pledge, sell, contract to sell, sell any UBS Bank USA comprises a team of professionals, dedicated to serving the deposit and borrowing needs of affluent and high-net-worth investors. from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. The Company does not own or control, directly or indirectly, any 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 We are here to provide quality strategies customized to your needs. 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. Mr. Nardone was a managing director of UBS from . (q) If immediately prior to the third anniversary (the Renewal Deadline) (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the 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 20. 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.". control persons, if any, shall be designated in writing by the Company. 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.