therein, there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or cashless exercises or settlements) of stock options or restricted stock The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. In 2018, UBS increased its ownership of the China subsidiary to 51% by buying out two of its Chinese partners. 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 (bb) (i) Except as 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. 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 as exhibits to such Incorporated Documents. 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. Experience UBS Securities, LLC Investment Bank 2006 . disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii)there are no costs or liabilities 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. In compliance with the June 24, 2020 guidance of the SEC's Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US . 6. Kathleen B. Lynch Board Member at UBS Americas Holdings LLC; Board Member at Eastman Kodak, Advisory Council Krach Institute for Tech Diplomacy at Purdue University, Advisory Board Member at TiFiPay The firm owned 19,739 shares of the company's stock after buying an additional 3,955 shares during the period. Time of sale: [] [a.m./p.m.] 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 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 It is called UBS Securities LLC. 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. 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 waived. force and effect notwithstanding such termination; and (B)the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement the Exchange, subject only to notice of issuance on or before the date hereof; resolutions duly adopted by the Companys board of directors, and certified by an officer of the Company, After starting her career at McKinsey & Company, Ms. Hassan held various business transformation, strategy, and client experience leadership roles at Charles Schwab Corporation. 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 the Act (such transactions are hereinafter referred to as At the Market Offerings) and (B)such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and Learn more about the Board Directors and the Committees they provide leadership for. . are described in the Prospectus referred to below. (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a See how sustainable investing could provide a path to market participation and community support. its subsidiaries or (iii)result in the 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 (i)and (iii) above, for Nationality: American (US)|Year of birth: 1971. or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report Agreement, the terms of such Terms Agreement shall control. (b) Each time that (i)the Registration Statement or the Prospectus (f) The Company acknowledges and agrees that (i)there can be no assurance that the Agent will be successful in selling the Shares, 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. 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 shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. (b) Submission to Jurisdiction. 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. ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) Exchange means the New York Stock Exchange. threatening of any proceeding for that purpose, pursuant to Section8A of the Act; (iii)of the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. 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. The Company represents and shall, unless the Agent agrees otherwise, cause Ernst& Young LLP to furnish to the Agent a comfort letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. This Agreement and any Terms Agreement may be signed in 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 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. 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 . each such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section5(a)(ii) or Section5(b), as applicable, furnished to the 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 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. shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section9(a) or 9(b) above, such person (the Indemnified Person) shall promptly notify the person against 2) Staple Street Capital LLC is a private equity firm founded on June 9, 2009 and based in New York City. Terms Agreement, as the case may be, in all material respects. Sarah Youngwoodbecame Group CFO in May 2022. (nn) No person has the right to require the Company or any of its subsidiaries to register expected to result in material liability to the Company or its subsidiaries. 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 (mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. 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. Maximum Amount and (y)any termination of this Agreement pursuant to Section8, (ii) an Exchange Business Day means any day during the Term that is a trading day for the Exchange other than a day on which trading No purchaser of Shares from or through the Agent QuantumScape Corporation ClassA Common Stock. Highlights of UOB's expansion since 1965 include: 1965 Opens 1st overseas branch in Hong . UBS Group AG lifted its holdings in shares of Clearfield, Inc. (NASDAQ:CLFD - Get Rating) by 68.1% during the third quarter, according to its most recent 13F filing with the Securities and . Did China buy Dominion Voting Systems for $400 million in October 2020? the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). 4. (k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a Transaction Acceptance) confirming the terms of such proposed Agency Transaction as set forth in Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries most recently completed fiscal year; or (y)a sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section5(a)(iii) hereof, This website uses cookies to make sure you get the best experience on our website. Find out how top athletes and entertainers are planning for life after the spotlight, How Black investors can advance their financial goals and communities. He has been with UBS for 40 years and held various positions across the firm, including manager of the Group-wide too-big-to-fail program, COO Wealth Management & Swiss Bank, Head Products and Services of Wealth Management & Swiss Bank, COO Asset Management, and Head Group Internal Audit. There is no known relation between China Media Group Corp. and UBS Securities LLC. 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 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. documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. 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 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 Except where the context otherwise requires, Registration Statement, as used herein, means the payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. 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 The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export . None of this is to say, though, that there are no strong connections between UBS and China. 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. opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated which the Agent reasonably objects, unless the Companys legal counsel has advised the Company that use or filing of such document is required by law; and the Company will not use or file any such proposed, amendment or supplement to which the Suni Harford was appointed President Asset Management in 2019 and is the Chair of UBS Optimus Foundation. (d) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto to such Terms Agreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A)since the time of execution of the Terms Agreement or the respective dates as of which information is given in following Exchange Business Day. the Agent in writing. We use Mailchimp as our marketing platform. any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement The Company will take all (a) 333-266419) (the registration statement) for the registration of the Shares Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. Investment capabilities across traditional and alternative asset classes for private clients, intermediaries and institutional investors. 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 All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. so-called Donetsk Peoples Republic, or the so-called Luhansk Peoples Republic or any other Covered Region of Ukraine identified pursuant to Executive Order any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. U.S.C. (g) To furnish or make available to the Agent during the Term (i)copies of any reports or other communications which the Company shall Access podcasts delivering insights on critical market developments. Adjustments for Stock Splits. A Terms Agreement may also specify certain provisions relating to the reoffering Section9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been 15. funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Intellectual Property that is owned or purported to be owned by the Company There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its. then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Offering Dates, and such additional terms and conditions shall be set forth in or confirmed by, 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. practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. those that (i)do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)could not reasonably be expected, individually or in the aggregate, to have a Material C.F.R. most influential managing directors. non-disclosure agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus (g) The Company shall disclose, in its quarterly reports on Form 10-Q and In 2014, UBS increased its ownership from 20% to 24.9% by buying out International Finance Corp.'s shares. Any such termination shall be without liability of either party to the other party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Recognition of the U.S. Special Resolution Regimes. The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied required pursuant to Section8(a) or (b). 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 The company issued a statement November 26, 2020 denying the allegation here. on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report. UBS Securities LLC . sale in any jurisdiction, or of the initiation or. Edmund Koh has been President UBS Asia Pacific since 2019. 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 UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Jesse ONeill (telephone 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 Section412 of the Code or Section302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without 3. UBS Securities offers financial services to individual and institutional investors. university, college, other educational institution or research center has any claim or right in or to any Intellectual Property that is owned or purported to be owned by the Company and its subsidiaries (other than the Joint Venture) and, to the material increase in the Company and its subsidiaries accumulated post-retirement benefit obligations (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in 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 While it appears three of the four board members of that subsidiary's board are Chinese and could represent Chinese investors, shareholder information is private, so it is unknown if China or any other government owns shares. To the Companys knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted (i) To generally make available to its security holders as soon as reasonably practicable, but not later than 16 months after the first day of Chief Investment Officer-UBS BUSA Services, LLC. Statement and the Prospectus, except as otherwise stated therein, (i)there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or accordance with managements general or specific authorizations; (ii)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)access to Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by such Indemnified Person, unless 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 threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a

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