Forward Transactions Sample Clauses

Forward Transactions. (i) In addition, the Company may, from time to time during the Term, propose to the Forward Seller and Forward Purchaser that they enter into a Forward Transaction with a specified Intended Forward Hedge Selling Period (as defined below), which proposal shall be made to the Forward Seller and Forward Purchaser by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A hereto to make such sales and shall set forth the information specified below (each, a “Forward Transaction Proposal” and an Issuance Transaction Proposal or a Forward Transaction Proposal, a “Transaction Proposal”). If the Forward Seller and the Forward Purchaser each agrees to the terms of such proposed Forward Transaction or if the Company and the Forward Seller and the Forward Purchaser mutually agree to modified terms for such proposed Forward Transaction, then the Forward Seller and Forward Purchaser shall no later than 9:30 a.m. (New York City time) on the Exchange Business Day following the date the Company delivers a Forward Transaction Proposal (provided such delivery occurs prior to 5:00 p.m. (New York City time) on such date) deliver to the Company by email a notice (each, a “Forward Transaction Acceptance” and an Issuance Transaction Acceptance or a Forward Transaction Acceptance, a “Transaction Acceptance”) confirming the terms of such proposed Forward Transaction as set forth in such Forward Transaction Proposal or setting forth the modified terms for such proposed Forward Transaction as agreed by the Company, the Forward Seller and the Forward Purchaser and, promptly after the terms for such Forward Transaction have been agreed, shall deliver a Confirmation executed by the Forward Purchaser substantially in the form set forth in Exhibit B (a “Confirmation”), such Confirmation to be duly executed by the Company promptly upon receipt, in each case with terms corresponding to such Forward Transaction. Each Forward Transaction Proposal shall specify: (1) the number of days during which the Forward Hedge Shares subject to such Forward Transaction are intended to be sold by the Forward Seller and the first date of such period (such period, the “Intended Forward Hedge Selling Period”); (2) the maximum number of Forward Hedge Shares to be sold by the Forward Seller on, or over the course of, the Intended Forward Hedge Selling Period, or as otherwise agreed between the Company, Forward Seller and Forward Purchaser and docume...
Sample 1
AutoNDA by SimpleDocs
Forward Transactions. In the event the Term terminates pursuant to clause (ii) or (iii) of Section 3.1 hereof or this Agreement is terminated pursuant to Article 7 hereof, New Power shall promptly elect by written notice for the parties to undertake one of the following: (i) (A) New Power shall assign and the Sellers shall assume New Power's position under all Forward Transactions (or, if the Closing shall occur but not the Second Closing, the Forward Transactions relating to any Delay Closing Assets and Delay Closing Liabilities not transferred to and assumed by New Power as of the effective date of termination of this Agreement and the Second Closing Assets and Second Closing Liabilities), and (B) the Sellers shall pay to New Power, New Power's costs under all Forward Transactions (or, if the Closing shall occur but not the Second Closing, the Forward Transactions relating to any Delay Closing Assets and Delay Closing Liabilities not transferred to and assumed by the New Power as of the effective date of termination of this Agreement and the Second Closing Assets and Second Closing Liabilities) or (ii) the Sellers shall pay to New Power or New Power shall pay to the Sellers, as applicable, an amount which would have had the same economic consequences to the Sellers had the transactions contemplated by the preceding clause (i)(A) been consummated; PROVIDED, HOWEVER, in any event that the Forward Transactions entered into by New Power after the Closing Date shall be entered into in good faith and shall be entered into on commercially reasonable terms and conditions.
Sample 1
Forward Transactions. The parties agree that Forward Transactions (as defined in sub-paragraph (i)(A) below) may be effected under this Agreement and accordingly the provisions of sub-paragraphs (i) to (iv) below shall apply. (i) The following definitions shall apply –
Sample 1
Forward Transactions. The Company may, from time to time during the term of this Agreement, instruct the applicable Managers, each as forward seller, to offer and sell shares of Common Stock borrowed by the applicable Forward Purchaser or its affiliate (any such Shares, “Forward Hedge Shares”), in each case on the terms and subject to the conditions set forth in this Agreement, any Confirmation (as defined below) and any Terms Agreement (as defined below), as applicable. The Company agrees that if it enters into one or more forward stock purchase transactions (each, a “Forward”) with a Forward Purchaser as set forth in one or more separate letter agreements (each, a “Master Confirmation”) and supplemented by one or more supplemental confirmations (each, a “Supplemental Confirmation,” and together with the relevant Master Confirmation, a “Confirmation”), substantially in the form set forth in Exhibit D (as supplemented by the applicable Forward Placement Notice (as defined in Section 1(b)(i) hereof)), relating to the applicable Forward, then the Company will, on the respective terms and subject to the respective conditions set forth in such Confirmation and in this Agreement (including the Company’s option to elect Cash Settlement or Net Share Settlement (each as defined in each applicable Confirmation)), deliver to the applicable Forward Purchaser, or a respective affiliate thereof (including the Manager affiliated with such Forward Purchaser), up to the maximum number of shares of Common Stock that may be sold and/or delivered in accordance with this Agreement in connection with such Confirmation. In connection therewith, it is contemplated that the applicable Forward Purchaser will offer and sell through the applicable Manager (which shall be either the same entity as the Forward Purchaser or an affiliate thereof), acting as forward seller on behalf of the Forward Purchaser on the terms and subject to the conditions set forth in this Agreement, Forward Hedge Shares to be borrowed by such Forward Purchaser or its affiliate. In the event of a conflict between the terms of this Agreement and those of any Confirmation (including the related Forward Placement Notice), the terms of such Confirmation shall control.
Sample 1
Forward Transactions. Clause 4 CONDITIONS PRECEDENT 4.1 The right of the Client to initiate the drawing of the Facility under the Agreement shall be subject to the performance by the Client of all its obligations hereunder and shall in a manner satisfactory to the Bank, prior to providing any Facility, be subject to the fulfilment of the following further conditions: (a) The Agreement is duly signed and delivered by the Client and the Bank. (b) The Bank is provided with the Client's and the Guarantor’s current authorized signatory list, with evidence of the signatures.
Sample 1
Forward Transactions. The parties agree that Forward Transactions (as defined in sub‑paragraph (i)(A) below) may be effected under this Agreement and accordingly the provisions of sub‑paragraphs (i) to (iv) below shall apply. (i) The following definitions shall apply – (A) Forward Transaction", a Transaction in respect of which the Purchase Date is at least three Business Days after the date on which the Transaction was entered into and has not yet occurred; (B) Forward Repricing Date", with respect to any Forward Transaction the date which is such number of Business Days before the Purchase Date as is equal to the minimum period for the delivery of margin applicable under paragraph 4(g). (ii) The Confirmation relating to any Forward Transaction may describe the Purchased Securities by reference to a type or class of Securities, which, without limitation, may be identified by issuer or class of issuers and a maturity or range of maturities. Where this paragraph applies, the parties shall agree the actual Purchased Securities not less than two Business Days before the Purchase Date and Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party a Confirmation which shall describe such Purchased Securities. (iii) At any time between the Forward Repricing Date and the Purchase Date for any Forward Transaction the parties may agree either – (A) to adjust the Purchase Price under that Forward Transaction; or (B) to adjust the number of Purchased Securities to be sold by Seller to Buyer under that Forward Transaction. (iv) Where the parties agree to an adjustment under paragraph (iii) above, Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party a Confirmation of the Forward Transaction, as adjusted under paragraph (iii) above.
Sample 1
Forward Transactions. Prior to any offers or sales of Borrowed Securities by a Selling Agent as forward seller, the Company and the applicable Forward Purchaser shall have each executed and delivered to the other party the completed Confirmation relating to such sales and such Selling Agent, substantially in the form attached hereto as Annex I and all conditions to effectiveness included in the relevant Confirmation have been satisfied.
Sample 1
AutoNDA by SimpleDocs

Related to Forward Transactions

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Equity Trading and Transaction Settlement The equity trading desks execute buy and sell order based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure timely and accurate exchange of securities and monies.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Treasury Transactions No Obligor shall (and the Parent will procure that no members of the NEXT Group will) enter into any Treasury Transaction, other than any Permitted Treasury Transaction.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Foreign Transactions Visa. Purchases and cash withdrawals made in foreign currencies will be debited from your account in U.S. dollars. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives or the government-mandated rate in effect for the applicable central processing date. The exchange rate used on the processing date may differ from the rate that would have been used on the purchase date or cardholder statement posting date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!