sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a Terms Agreement) in substantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section2(g) of this Agreement (each such transaction being referred to as a Principal 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 View or download our current and archived financial reports. The Guardian reported that a UBS spokesperson said: "We operate to the highest standards in our business operations to meet all our legal and regulatory requirements.". Stamford, CT 06902 United States 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 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 https://leadstories.com/hoax-alert/2020/12/fact-check-what-the-china-dominion-and-$400-million-story-is-actually-about.html, Fact Check: Homemade Chemical Mixtures And FDA-Approved Vaccines Are NOT Comparable, Fact Check: U.S. Navy Aircraft Carrier Fleets Were NOT Positioned Off Both U.S. Except as otherwise set forth in the Registration Statement and the Prospectus 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. There are also strong connections between the U.S. and China subsidiaries. The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable, (n) Neither the Company nor any of its subsidiaries (other than the As Chief Digital Officer at Morgan Stanley Wealth Management, she led the digital strategy and executed digital transformation of the wealth management business to improve client experience and financial advisor effectiveness and efficiency. similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A any document incorporated by reference therein that are not so filed as exhibits or so described as required. George Athanasopoulos Co-Head Global Markets Head of Global Family and Institutional Wealth. Learn more about the Board Directors and the Committees they provide leadership for. Transaction). requested that the Chief Financial Officers certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except She also has in-depth finance expertise and experience across a wide range of finance, investment, and banking businesses. (s) (i)The Company and its subsidiaries do not own any real property. Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 No purchaser of Shares from or through the Agent 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. subsidiaries respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others. employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any 47.3(b); or. (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 The Company does not own or control, directly or indirectly, any Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign The 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 The Company represents subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B)the Company and its 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. with any such limitations shall be the sole responsibility of the Company. 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 formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. Please consult the sales restrictions relating to the products or services in question for further information. Nor is it certain that the $400 million was meant to acquire Dominion Voting Systems. Since You can find more information under the Privacy Statement. and validly authorized). Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated the Joint Venture, (A)own or possess adequate rights to use all: patents (together with any reissues, continuations, continuations-in-part, divisions, renewals, 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 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 Just saying that for my conspiracy theory fans. Unless otherwise defined below, terms defined in the Distribution Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. Any such termination shall be without liability of either party to the other party, except that (A)with respect to any pending sale, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full 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. Note: if reading this fact check makes you want to contact us to complain about bias, please check out our Red feed first. UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. 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 execution of the applicable Terms Agreement, (A)no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any nationally 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 The foregoing sentence shall not apply to (A)Shares offered and sold under Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and the (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for (qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Companys directors or 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 initiation of any proceeding for such purpose. on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) Exchange means the New York Stock Exchange. assets is permitted only in accordance with managements general or specific authorization; (iv)the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with 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. 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 (g) Each sale of the Shares to the Agent in a Principal Transaction shall be Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. The Agents obligation to solicit purchases on an agency basis for the Shares or the Prospectus Supplement. 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); and for so long as this Agreement is in effect, the Company will prepare and file promptly such to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. 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 Headings. below. Execution of Agreement. 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 Global markets, topical issues and timely allocation ideasfrom the UBS Chief Investment Office. Central risk and control for North America Operations in Exchange Traded Derivatives. (oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or foreign taxes required to be paid and filed all material tax returns required to be filed through the date hereof; and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no material tax deficiency that has been, 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. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance 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 The Securities and Exchange Commission today filed a settled action against UBS Financial Services Inc. for compliance failures relating to sales of a volatility linked exchange-traded product (ETP). Term and incorporated by reference in the Registration Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or Ames & Co for seven years. Additional Covenants of the Company. Before joining UBS, he acquired know-how in investment banking as an analyst and trader, working for various financial institutions such as Morgan Stanley, Deutsche Bank, and AllianceBernstein. In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. 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 hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon 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 are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and (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. Staple Street Capital III, L.P. sold $400 million in securities to UBS Securities Co., Ltd. as reveled 12:15 today, Dec. 1, by attorney Lin Wood in a cryptic tweet to a link to the sale's SEC Form D. Users on social media only saw this title, description and thumbnail: In order to better understand the issue, it is necessary to first look at the parties involved: 1) UBS is a Swiss investment bank and financial services company with around $1 trillion in assets that says it provides services in more than 50 countries. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf Biden Hears Oval Office Plea for Alaska Oil Project in Lobbying Frenzy, Your Saturday Briefing: Trumps Comeback Plan, Wall Street Whistles Away, British Parents Turn to Home Equity to Help Young Buy Property, Japanese Unions Seek Biggest Pay Rise in 25 Years for Workers, Sorry, Fed, Most US Mortgage Rates Were Locked In During Pandemic Lows, Italys CDP, Macquarie Said Set to Make Telecom Italia Grid Offer, Rivian Tells Staff EV Output May Be 24% More Than Forecast, Meta Cuts the Price of Its Quest Headset Up to 33% After Disappointing Demand, John Malone andCharter Directors Agree to $87.5 Million Settlement, Apples Cloud Chief to Leave, Adding to Wave of Departures, Anti-ESG Crusader Wants to Take Trumps Agenda to Next Level, Italys Meloni Defends Government Action After Sea Tragedy, Harrods Shrugs Off Recession Fears as Rich Get Richer, FT Says, Wealthy NYC Family Feuds Over $258 Million Madison Avenue Sale, Tom Sizemore, 'Saving Private Ryan' Actor, Dies at 61, The Exhibit Reality TV Show PittingArtist Against ArtistIs No Masterpiece. Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agent shall have received the officers certificates, opinions and negative assurance extensions, counterparts and reexaminations thereof), patent applications (including provisional applications), discoveries and inventions; trademarks, service marks, trade names, logos, Internet domain names and other indicia of origin and all sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. This Agreement and any Terms Agreement may be signed in 12. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the It is an . Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement 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 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 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 In accordance with the requirements of the USA Patriot Act (Title III of Pub. not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. 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 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 She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. (vv) Any certificate signed by in its annual report on Form 10-K and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the 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 Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. substance to the Agent. You are free to change your cookies' settings in the privacy settings. 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a Sanctioned Country); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or 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 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. Terms Agreement, as the case may be, in all material respects. The relative benefits received by the Company, on the one hand, and the statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. process with respect to the offering and sale of the Shares); and to promptly advise the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the https://www.ubs.com/geb. 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. 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 votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. been received by the Company; (B)the Prospectus shall have been timely filed with the Commission under the Act; (C)all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent; 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 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. Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby (ii)the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal 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 Mr. Luo brings a wealth of experience and contacts in China's commercial and regulatory sector. Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. 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. may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, 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. 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 (cc) (i) Each employee benefit plan, within the meaning of Section3(3) of the Employee 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 authorized, executed and delivered by the Company. Compliance with USA Patriot Act. (n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no 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 (a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer Indemnified Person unless. improper payment or benefit. For information about our privacy practices, please visit our website. Certain Covenants of the Company. upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement or the Prospectus (it being understood that such information consists solely of the including the documents incorporated by reference therein as of the date of such prospectus; Prospectus Supplement means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the Commission 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 Adverse Effect. (b) The Agent shall have received a letter or letters, which shall include legal opinions 2.1.3. 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 Additionally, the Agent is not advising the Company or any other person as to any legal, tax, No governmental agency or body, 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
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