capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights which have not been duly 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 knowledge, the Joint Venture have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets and other confidential information owned, used or held for use by the Company and its Naureen Hassan was appointed President UBS Americas and CEO of UBS Americas Holding LLC in October 2022. 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 President UBS Americas, UBS Group AG and UBS AG, First Vice President and COO, Federal Reserve Bank of New York, Chief Digital Officer, Wealth Management, Morgan Stanley, Executive Vice President, Investor Services Segments & Platforms, Charles Schwab Corporation, Senior Vice President, Business Process Transformation, Charles Schwab Corporation, Senior Vice President, Advisor Services Client Experience & Strategic Integration, Charles Schwab Corporation, COO and Board Director, Charles Schwab Bank, Various senior positions at Charles Schwab Corporation, Business analyst and later associate principal at McKinsey & Company, Nationality:American (US) |Year of birth:1967. holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the 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, Musk Made a Mess at Twitter. 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 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 UBS Group AG's holdings in Nexstar Media Group were worth $3,293,000 at the end . (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any (collectively, IT Systems) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. 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 Agency Settlement Date (as defined below)) against delivery of such Shares to the Agents account, or an account of the Agents designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System Although it's not clear they are the same person, someone named Luo Qiang is listed on a June 23, 2005 SEC document as having been appointed to the board of directors of the China Media Group Corp. 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 Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. Material Adverse Effect; and (iii)except as described in each of the Registration Statement and the Prospectus, (A)there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case, (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 Pension Benefit Guaranty Corporation (PBGC), in the ordinary course and without default) in respect of a Plan (including a multiemployer plan, within the meaning of Section4001(a)(3) of ERISA); and subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that 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 subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries to this Agreement, the Alternative Agreements, any Terms Agreements and any Terms Agreement, as defined under and entered into pursuant to any Alternative Agreement (an Alternative Terms Agreement), is equal to the or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. limited liability company agreement and certificate of limited liability company (or similar document), and (iv)with respect to any other entity, its similar organizational documents. are described in the Prospectus referred to below. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a (y)does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Common Stock, par value $0.0001 per share. 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 and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)the qualification of the Shares for offering and Nationality: American (US)|Year of birth: 1971. required pursuant to Section8(a) or (b). Terms Agreement. America, Inc. (the Joint Venture) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May14, 2020, (ss) Nothing has come to the attention of the Company that has caused the Company to believe that the He held several positions in academia before starting his banking career in 1999 with Deutsche Bank in credit risk management, and subsequently working for Hypovereinsbank and Credit Suisse in the same area. 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 The foregoing sentence shall not apply to (A)Shares offered and sold under fund such Plan); (v) no reportable event (within the meaning of Section4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. 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 Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total 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 self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the Net Sales Price. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency In the event of a conflict between the terms of this Agreement and the terms of a Terms (b) Within three Exchange Business Days after the applicable Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company. Delaware corporation (the Company), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February28, 2023 between the Company and each of J.P. Morgan Securities LLC, notwithstanding such termination. 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. Jury Trial. (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the 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 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 Indemnified Person as a result of such losses, claims, damages or liabilities (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering of The New York subsidiary is a private company, so information about the shareholders is not publicly available. The Company further covenants and agrees with the Agent as follows: (a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and The company issued a statement November 26, 2020 denying the allegation here. (jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company,
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