ubs securities llc board of directors ubs securities llc board of directors

Wilson Sonsini Goodrich& Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). Customized solutions for North American subsidiaries of Swiss corporations. References Activities with respect to US securities are conducted through UBS Securities LLC, a US broker dealer. filed under the Exchange Act but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission (z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all 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 . 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 Indemnified Person unless. of articles and information from and to the foreign country to parties not of the foreign country. 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 taken as a whole; and (iii)neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, agreements of any kind relating to the Company Intellectual Property owned or purported to be owned by the Company and any of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, that are required The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal 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 (h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any such purpose or pursuant to Section8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have According to the profile, he went on to hold senior posts such as director of China affairs of the Securities and Futures Commission of Hong Kong from August 2001 to October 2007. We are here to provide quality strategies customized to your needs. (m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, 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. Leadership | Mizuho Financial Group on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) Exchange means the New York Stock Exchange. Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. 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 We hereby consent to the references to UBS Securities LLC in the Registration Statement of Redback Networks Inc. on Form S-4 (File No. 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. as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). Advisory services, research, and access to global capital markets for corporate and institutional clients. (b) Each time that (i)the Registration Statement or the Prospectus 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, Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests of the Company or any of its subsidiaries, nor any contracts, commitments, agreements, understandings Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the 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 therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and Board of Directors . (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls (b) Subject to the terms and conditions set forth below, the Company appoints the Agent as Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the Reuters notes Ye has been a director of UBS Securities LLC since March 2010. as the indemnity set forth in paragraph (a)above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. 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 with, 12 C.F.R. Although UBS did not publicly name its Group Managing Directors, UBS employees could determine through the firm's intranet which . connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. : Arthur Brice is a fact checker at Lead Stories. together with the Base Prospectus attached to or used with the Prospectus Supplement. respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this Agreement), of ClassA Common Stock, $0.0001 par (e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are 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 transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Resolution Regime if this Agreement or any Terms Agreement were governed by the laws of the United States or a state of the United States. (DWAC) or by such other means of delivery as may be agreed to by the Company and the Agent. change, in or affecting the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)neither the Company nor any of its (e) Since the respective dates as of which information is given in the Registration connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. 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 Interacting . satisfied in the judgment of each party. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with Terms Agreement to the contrary, the Company consents to the Agent trading in the ClassA Common Stock for Agents own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Before working for DBS Bank in Singapore, Mr. Koh wasCEOfor Prudential Assurance and Alverdine Pte Ltd, both companies based in Singapore. 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. November25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture have not received, and prior to November25, 2020, QuantumScape Corporation (for the avoidance of It was established in 2006, and UBS and partner International Finance Corp. bought a combined 24.9% share of the company in 2007. Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. (l) The Company and the Agent agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the QuantumScape Corporation, 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 Stamford, CT 06902 United States 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). 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, pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the (b) Within three Exchange Business Days after the applicable (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, New York, New York 10019 . 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 C.F.R. Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. The Company will take all Please consult the sales restrictions relating to the products or services in question for further information. made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. non-disclosure agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and of the Company and its subsidiaries, and, to the Companys knowledge, each of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the (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. anti-corruption laws. For purposes of this Agreement, except where otherwise expressly provided, the term affiliate 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 or made by the Company on any class of capital stock (other than Time of sale: [] [a.m./p.m.] The Sofranko Group - Sewickley, PA | UBS In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. 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. 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 Statement will not constitute a Bring-Down Delivery Date. No Indemnifying Person shall, without the written consent of the 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 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 and UBS Securities LLC (the Agent), to issue and sell to the Agent the securities specified in the Schedule hereto (the Purchased Securities). 4. U.S. There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such Jury Trial. York. UBS Group AG Acquires 3,955 Shares of Nexstar Media Group, Inc. (NASDAQ a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement datedFebruary 28, 2023 (the Distribution Agreement) between the Company https://www.ubs.com/geb. Members of the Board: investment, accounting or regulatory matters in any jurisdiction. the meaning of Section414 of the Code) would have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. The Group CDIO organization consists of the Group Technology teams and Group Corporate Services. board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. The Company does not own or control, directly or indirectly, any 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. Access podcasts delivering insights on critical market developments. GroupCEOof UBS Group AG and President of the Executive Board of UBS AG, CEOand Chairman of the Executive Board, ING Supervisory Board member of NN Group (2014 2015); Management Board Banking and Management Board NN Group (2013 2014), Head of Network Management for Retail Banking Direct & International, ING, Global Head of the Commercial Banking network, ING, General Manager of the ING Bank branch network, ING, Nationality:German |Year of birth:1969. Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; an opinion and a negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional Sep 2016 - Feb 20236 years 6 months. Transaction Acceptance or Terms Agreement, as the case may be). Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. The subsidiaries are identified by their individual names. 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. with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold businesses; and (3)have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any 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. If the Agent, acting as principal, wishes to accept such proposed terms (which it may 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 (c) The Incorporated Documents, when they were filed with the Commission (or, if any has the meaning set forth in Rule 405 under Act; the term business day means any day other than a day on which banks are permitted or required to be closed in New York City; and the term subsidiary has the meaning set forth UBS Group AG's holdings in Nexstar Media Group were worth $3,293,000 at the end . required pursuant to Section8(a) or (b). SEC.gov | UBS Settles Charges Related to Investments in Complex 30 days prior to such settlement being entered into and (iii)such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C 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 Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated 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 It assumes overall responsibility for developing the strategies of the Group, the business divisions and Group Functions, and implements the BoD approved strategies. 21. We use Mailchimp as our marketing platform. 401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and. 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 actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company, initiation of any proceeding for such purpose. The Agents obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agent: an officers certificate signed by two officers of the Company (one of whom shall be the Chief Financial 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. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. of such Shares by the Agent. inaccurate stories, videos or images going viral on the internet. Agreement, the Alternative Agreements, any Terms Agreement or any Alternative Terms Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Agents for a brokerage commission, finders fee or like The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable, Section402 related to loans and Sections 302 and 906 related to certifications. We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a He is a financial sector veteran, with more than 30 years in senior roles in financial services, including as Head Wealth Management Asia Pacific, Country Head Singapore and Head Wealth Management South East Asia and Asia Pacific Hub for UBS. been suspended. the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit The U.S. Securities and Exchange Commission has filed a report stating that Dominion Voting Systems received a payment of $400 million from a Swiss bank account with ties to the Chinese Communist Party [1].The payment was made to Staple Street Capital, a middle-market private equity firm based in New York, who acquired Dominion Voting Systems in 2018. delivered or filed on the Commissions Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, EDGAR)) to the Agent via e-mail in (d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the During his time as CEO of ING, he steered the bank to profitability after the financial crisis and supported the firms digital transformation. Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein): (1) the officers certificate referred to in Section5(a)(i); (2) the opinions and negative assurance letters of the Companys outside counsel referred to in Section5(a)(ii); (3) the comfort letter referred to in Section5(a)(iii); (4) [the Chief Financial Officers certificate referred to in Section5(a)(iv)]; (5) the opinion and negative assurance letter referred to in Section5(b); and. (g) Each sale of the Shares to the Agent in a Principal Transaction shall be No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Act) shall be entitled to (x) The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. counsel reasonably satisfactory to the Indemnified Person; (iii)the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the