Common use of Hedge Completion Date Clause in Contracts

Hedge Completion Date. The earliest of (i) [DATE]3 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day), (ii) the date specified in the Pricing Supplement and (iii) the 20th Scheduled Trading Day following, but not including, the Trade Date. No later than 7:00 p.m. New York time, on the Scheduled Trading Day immediately following the Hedge Completion Date, Forward Purchaser will furnish the Company with the Pricing Supplement specifying the Hedge Completion Date, the Base Amount as of the Hedge Completion Date (the “Initial Base Amount”) and the Initial Forward Price, each determined in accordance with the terms hereof. Upon request of the Company, Forward Purchaser shall provide written support for the calculation of the Initial Forward Price, it being agreed and understood that Forward Purchaser shall not be obligated to disclose any confidential or proprietary models or other information that Forward Purchaser believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such calculation. Forward Hedge Selling Period: The period of consecutive Exchange Business Days beginning on and including, the later of the date specified in the Forward Instruction Notice or the Trade Date and ending on and including the Hedge Completion Date; provided, however, that if, at any time on or prior to the Hedge Completion Date (x) any event occurs that would permit the Forward Purchaser to designate a “Termination Settlement Date” (as defined below) or an Early Termination Date or (y) a “Bankruptcy Termination Event” (as defined below) occurs, then the Forward Hedge Selling Period shall terminate, and the Hedge Completion Date be deemed to occur, immediately upon the Forward Purchaser becoming aware of any such event. Forward Price: On the Hedge Completion Date, the Initial Forward Price, and on any other day, as determined by the Calculation Agent, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date,4 the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. 3 To be the Hedge Completion Date specified in the Forward Instruction Notice accepted by the Forward Purchaser. 4 Forward Price Reduction Dates to be the “ex-dividend” dates for each quarterly dividend as set forth in the Forward Instruction Notice. Notwithstanding anything to the contrary contained herein, to the extent the Company delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Date, the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that such an adjustment is practicable and appropriate to preserve the economic intent of the parties hereto (taking into account Forward Purchaser’s commercially reasonable hedge positions in respect of the Transaction).

Hedge Completion Date. The earliest of (i) [DATE]3 (or, if such the date is not a Scheduled Trading Day, specified in writing as the next following Scheduled Trading Day)Hedge Completion Date by Counterparty, (ii) the date specified in the Pricing Supplement any Settlement Date and (iii) the 20th Scheduled Trading Day following, but not including, the Trade Date[DATE]. No later than 7:00 p.m. New York time, on the Scheduled Trading Day immediately following Promptly after the Hedge Completion Date, Forward Purchaser Dealer will furnish Counterparty with a pricing supplement (the Company with “Pricing Supplement”) substantially in the Pricing Supplement form of Annex A hereto specifying the Hedge Completion Date, the Base Amount Number of Shares as of the Hedge Completion Date (the “Initial Base AmountNumber of Shares”) and ), the Initial Forward PricePrice and the Final Date, each all determined in accordance with the terms hereof. Upon request of the Company, Forward Purchaser shall provide written support for the calculation of the Initial Forward Price, it being agreed and understood that Forward Purchaser shall not be obligated to disclose any confidential or proprietary models or other information that Forward Purchaser believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such calculation. Forward Hedge Selling Period: The period of consecutive Exchange Business Days beginning on and including, the later [*]% of the date specified volume weighted average price at which the Shares are sold through the Agent acting as forward seller for Dealer pursuant to the Equity Distribution Agreement (assuming the Agent sold such Shares in a commercially reasonable manner that reflects prevailing market prices) during the Forward Instruction Notice or period from and including the Trade Date and ending on through and including the Hedge Completion Date; provided, however, that if, at any time adjusted by the Calculation Agent in a commercially reasonable manner to (i) reflect on each day during such period the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day and (ii) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date occurring on or prior to before the Hedge Completion Date (x) any event occurs that would permit the Forward Purchaser to designate a “Termination Settlement Date” (as defined below) or an Early Termination Date or (y) a “Bankruptcy Termination Event” (as defined below) occurs, then the Forward Hedge Selling Period shall terminate, and the Hedge Completion Date be deemed to occur, immediately upon the Forward Purchaser becoming aware of any such event. Forward Price: (a) On the Hedge Completion Date, the Initial Forward Price, and on any other day, as determined by the Calculation Agent, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date,4 the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. 3 To be the Hedge Completion Date specified in the Forward Instruction Notice accepted by the Forward Purchaser. 4 Forward Price Reduction Dates to be the “ex-dividend” dates for each quarterly dividend as set forth in the Forward Instruction Notice. Notwithstanding anything to the contrary contained herein, to the extent the Company delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Date, the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that such an adjustment is practicable and appropriate to preserve the economic intent of the parties hereto (taking into account Forward Purchaser’s commercially reasonable hedge positions in respect of the Transaction).and

Hedge Completion Date. The earliest of (i) [DATE]3 (or, if such the date is not a Scheduled Trading Day, specified in writing as the next following Scheduled Trading Day)Hedge Completion Date by Counterparty, (ii) the date specified in the Pricing Supplement and any Settlement Date, (iii) the 20th Scheduled Trading Day followingdate on which the Agent shall have completed the sale of the Number of Shares as set forth in the Transaction Notification, but not including, the Trade Dateand (iv) [DATE]. No later than 7:00 p.m. New York time, on the Scheduled Trading Day immediately following Promptly after the Hedge Completion Date, Forward Purchaser Dealer will furnish Counterparty with a pricing supplement (the Company with “Pricing Supplement”) substantially in the Pricing Supplement form of Annex A hereto specifying the Hedge Completion Date, the Base Amount Number of Shares as of the Hedge Completion Date (the “Initial Base AmountNumber of Shares”) and ), the Initial Forward PricePrice and the Final Date, each all determined in accordance with the terms hereof. Upon request of the Company, Forward Purchaser shall provide written support for the calculation of the Initial Forward Price, it being agreed and understood that Forward Purchaser shall not be obligated to disclose any confidential or proprietary models or other information that Forward Purchaser believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such calculation. Forward Hedge Selling Period: The period of consecutive Exchange Business Days beginning on and including, the later [*]% of the date specified volume weighted average price at which the Shares are sold through the Agent pursuant to the Equity Sales Agreement (assuming that the Agent sold such Shares in a commercially reasonable manner that reflects prevailing market prices) during the Forward Instruction Notice or period from and including the Trade Date and ending on through and including the Hedge Completion Date; provided, however, that if, at any time adjusted by the Calculation Agent in a commercially reasonable manner to (x) reflect on each day during such period (i) the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day and (ii) the number of Shares sold on or prior to such day and (y) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date occurring on or before the Hedge Completion Date (x) any event occurs that would permit the Forward Purchaser to designate a “Termination Settlement Date” (as defined below) or an Early Termination Date or (y) a “Bankruptcy Termination Event” (as defined below) occurs, then the Forward Hedge Selling Period shall terminate, and the Hedge Completion Date be deemed to occur, immediately upon the Forward Purchaser becoming aware of any such event. Forward Price: (a) On the Hedge Completion Date, the Initial Forward Price, and on any other day, as determined by the Calculation Agent, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date,4 the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. 3 To be the Hedge Completion Date specified in the Forward Instruction Notice accepted by the Forward Purchaser. 4 Forward Price Reduction Dates to be the “ex-dividend” dates for each quarterly dividend as set forth in the Forward Instruction Notice. Notwithstanding anything to the contrary contained herein, to the extent the Company delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Date, the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that such an adjustment is practicable and appropriate to preserve the economic intent of the parties hereto (taking into account Forward Purchaser’s commercially reasonable hedge positions in respect of the Transaction).and

Hedge Completion Date. The earliest of (i) [DATE]3 (or, if the date specified in writing as the Hedge Completion Date by Counterparty on or before such date is not a Scheduled Trading Day, the next following Scheduled Trading Day)specified Hedge Completion Date, (ii) the date specified in the Pricing Supplement any Settlement Date and (iii) the 20th Scheduled Trading Day following[●], but not including, the Trade Date20[●]. No later than 7:00 p.m. New York time, on the Scheduled Trading Day immediately following Promptly after the Hedge Completion Date, Forward Purchaser Dealer will furnish Counterparty with a pricing supplement (the Company with “Pricing Supplement”) substantially in the Pricing Supplement form of Annex B hereto specifying the Hedge Completion Date, the Base Amount Number of Shares as of the Hedge Completion Date (the “Initial Base AmountNumber of Shares”) and ), the Initial Forward PricePrice and the Spread, each all determined in accordance with the terms hereof. Upon request of the Company, Forward Purchaser shall provide written support for the calculation of the Initial Forward Price, it being agreed and understood that Forward Purchaser shall not be obligated to disclose any confidential or proprietary models or other information that Forward Purchaser believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such calculation: [●]%1 of the Adjusted Volume-Weighted Hedge Price. Forward Adjusted Volume-Weighted Hedge Selling PeriodPrice: The volume weighted average price at which the Shares are sold through the Agent acting as forward seller for Dealer pursuant to the Sales Agency Agreement during the period of consecutive Exchange Business Days beginning on from and including, the later of the date specified in the Forward Instruction Notice or including the Trade Date and ending on through and including the Hedge Completion Date; provided, however, that if, at any time on or prior to the Hedge Completion Date (x) any event occurs that would permit the Forward Purchaser to designate a “Termination Settlement Date” (adjusted as defined below) or an Early Termination Date or (y) a “Bankruptcy Termination Event” (as defined below) occurs, then the Forward Hedge Selling Period shall terminate, and the Hedge Completion Date be deemed to occur, immediately upon the Forward Purchaser becoming aware of any such event. Forward Price: On the Hedge Completion Date, the Initial Forward Price, and on any other day, as determined by the Calculation Agent, the Forward Price as of the immediately preceding calendar Agent determines appropriate to (i) reflect on each day multiplied by during such period the sum of (i) 1 and (ii) the Daily Rate for such day; provided that day multiplied by the then-Initial Forward Price as of such day and (ii) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date,4 the Forward Price in effect Date occurring on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. 3 To be or before the Hedge Completion Date specified in the Forward Instruction Notice accepted by the Forward Purchaser. 4 Forward Price Reduction Dates to be Date) (such period, the “ex-dividend” dates for each quarterly dividend as set forth in the Forward Instruction NoticeInitial Hedge Period”). Notwithstanding anything to the contrary contained hereinMaturity Date: [●], to the extent the Company delivers Shares hereunder on or after 20[●] (or, if such date is not a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction DateClearance System Business Day, the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that such an adjustment is practicable and appropriate to preserve the economic intent of the parties hereto (taking into account Forward Purchaser’s commercially reasonable hedge positions in respect of the Transactionnext following Clearance System Business Day).

Hedge Completion Date. The earliest of (i) [DATE]3 (or, if such the date is not a Scheduled Trading Day, specified in writing as the next following Scheduled Trading Day)Hedge Completion Date by Counterparty, (ii) the date specified in the Pricing Supplement any Settlement Date, and (iii) the 20th Scheduled Trading Day following, but not including, the Trade Date[DATE]. No later than 7:00 p.m. New York time, on the Scheduled Trading Day immediately following Promptly after the Hedge Completion Date, Forward Purchaser Dealer will furnish Counterparty with a pricing supplement (the Company with “Pricing Supplement”) substantially in the Pricing Supplement form of Annex A hereto specifying the Hedge Completion Date, the Base Amount Number of Shares as of the Hedge Completion Date (the “Initial Base AmountNumber of Shares”) and the Initial Forward Price, each all determined in accordance with the terms hereof. Upon request of the Company, Forward Purchaser shall provide written support for the calculation of the Initial Forward Price: [*]% of the volume weighted average price at which the Forward Hedge Shares are sold, it being agreed adjusted by the Calculation Agent in a commercially reasonable manner to (x) reflect on each day during such period (i) the sum of 1 and understood that Forward Purchaser shall not be obligated to disclose any confidential or proprietary models or other information that Forward Purchaser believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it the Daily Rate for such calculation. day multiplied by the then-Initial Forward Price as of such day (which, for the avoidance of doubt, may be based on sales of Forward Hedge Selling Period: The period Shares that have settled) and (ii) the number of consecutive Exchange Business Days beginning Shares sold on or prior to such day and including, (y) reduce the later of then-Initial Forward Price by the date specified in the relevant Forward Instruction Notice Price Reduction Amount on each Forward Price Reduction Date occurring on or the Trade Date and ending on and including before the Hedge Completion Date; provided, however, that if, at any time on or prior to the Hedge Completion Date (x) any event occurs that would permit the Forward Purchaser to designate a “Termination Settlement Date” (as defined below) or an Early Termination Date or (y) a “Bankruptcy Termination Event” (as defined below) occurs, then the Forward Hedge Selling Period shall terminate, and the Hedge Completion Date be deemed to occur, immediately upon the Forward Purchaser becoming aware of any such event. Forward Price: (a) On the Hedge Completion Date, the Initial Forward Price, and on any other day, as determined by the Calculation Agent, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date,4 the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. 3 To be the Hedge Completion Date specified in the Forward Instruction Notice accepted by the Forward Purchaser. 4 Forward Price Reduction Dates to be the “ex-dividend” dates for each quarterly dividend as set forth in the Forward Instruction Notice. Notwithstanding anything to the contrary contained herein, to the extent the Company delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Date, the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that such an adjustment is practicable and appropriate to preserve the economic intent of the parties hereto (taking into account Forward Purchaser’s commercially reasonable hedge positions in respect of the Transaction).and

Hedge Completion Date. The earliest of (i) [DATE]3 (or, if such the date is not a Scheduled Trading Day, specified in writing as the next following Scheduled Trading Day)Hedge Completion Date by Counterparty, (ii) the date specified in the Pricing Supplement and any Settlement Date, (iii) the 20th Scheduled Trading Day followingdate on which the Agent shall have completed the sale of the Number of Shares as set forth in the Forward Placement Notice, but not including, the Trade Dateand (iv) [DATE]. No later than 7:00 p.m. New York time, on the Scheduled Trading Day immediately following Promptly after the Hedge Completion Date, Forward Purchaser Dealer will furnish Counterparty with a pricing supplement (the Company with “Pricing Supplement”) substantially in the Pricing Supplement form of Annex A hereto specifying the Hedge Completion Date, the Base Amount Number of Shares as of the Hedge Completion Date (the “Initial Base AmountNumber of Shares”) and ), the Initial Forward PricePrice and the Final Date, each all determined in accordance with the terms hereof. Upon request of the Company, Forward Purchaser shall provide written support for the calculation of the Initial Forward Price, it being agreed and understood that Forward Purchaser shall not be obligated to disclose any confidential or proprietary models or other information that Forward Purchaser believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such calculation. Forward Hedge Selling Period: The period of consecutive Exchange Business Days beginning on and including, the later [*]% of the date specified volume weighted average price at which the Shares are sold through the Agent pursuant to the Equity Distribution Agreement (assuming that the Agent sold such Shares in a commercially reasonable manner that reflects prevailing market prices) during the Forward Instruction Notice or period from and including the Trade Date and ending on through and including the Hedge Completion Date; provided, however, that if, at any time adjusted by the Calculation Agent in a commercially reasonable manner to (x) reflect on each day during such period (i) the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day and (ii) the number of Shares sold and settled on or prior to such day and (y) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date occurring on or before the Hedge Completion Date (x) any event occurs that would permit the Forward Purchaser to designate a “Termination Settlement Date” (as defined below) or an Early Termination Date or (y) a “Bankruptcy Termination Event” (as defined below) occurs, then the Forward Hedge Selling Period shall terminate, and the Hedge Completion Date be deemed to occur, immediately upon the Forward Purchaser becoming aware of any such event. Forward Price: (a) On the Hedge Completion Date, the Initial Forward Price, and on any other day, as determined by the Calculation Agent, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date,4 the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. 3 To be the Hedge Completion Date specified in the Forward Instruction Notice accepted by the Forward Purchaser. 4 Forward Price Reduction Dates to be the “ex-dividend” dates for each quarterly dividend as set forth in the Forward Instruction Notice. Notwithstanding anything to the contrary contained herein, to the extent the Company delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Date, the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that such an adjustment is practicable and appropriate to preserve the economic intent of the parties hereto (taking into account Forward Purchaser’s commercially reasonable hedge positions in respect of the Transaction).and

Hedge Completion Date. The earliest of (i) [DATE]3 (or, if such the date is not a Scheduled Trading Day, specified in writing as the next following Scheduled Trading Day)Hedge Completion Date by Counterparty, (ii) the date specified in the Pricing Supplement any Settlement Date and (iii) [DATE]. Promptly after the 20th Scheduled Trading Day followingHedge Completion Date, but not including, the Trade Date. No and in no event later than 7:00 p.m. New York time, on the Scheduled Trading Day immediately following the Hedge Completion Date, Forward Purchaser Dealer will furnish Counterparty with a pricing supplement (the Company with “Pricing Supplement”) substantially in the Pricing Supplement form of Annex A hereto specifying the Hedge Completion Date, the Base Amount Number of Shares as of the Hedge Completion Date (the “Initial Base AmountNumber of Shares”) and the Initial Forward Price, each all determined in accordance with the terms hereof. Upon request of the Company, Forward Purchaser shall provide written support for the calculation of the Initial Forward Price, it being agreed and understood that Forward Purchaser shall not be obligated to disclose any confidential or proprietary models or other information that Forward Purchaser believes to be confidential, proprietary or subject to contractual, legal or regulatory obligations not to disclose such information, in each case, used by it for such calculation. Forward Hedge Selling Period: The period of consecutive Exchange Business Days beginning on and including, the later [*]% of the date specified volume weighted average price at which the Shares are sold through the Agent pursuant to the Equity Distribution Agreement (assuming that the Agent sold such Shares in a commercially reasonable manner that reflects prevailing market prices at the Forward Instruction Notice or time of such sales) during the period from and including the Trade Date and ending on through and including the Hedge Completion Date; provided, however, that if, at any time adjusted by the Calculation Agent in a commercially reasonable manner to reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date occurring on or prior to the Hedge Completion Date (x) any event occurs that would permit the Forward Purchaser to designate a “Termination Settlement Date” (as defined below) or an Early Termination Date or (y) a “Bankruptcy Termination Event” (as defined below) occurs, then the Forward Hedge Selling Period shall terminate, and the Hedge Completion Date be deemed to occur, immediately upon the Forward Purchaser becoming aware of any such event. Forward Price: On before the Hedge Completion Date, the Initial Forward Price, and on any other day, as determined may be further adjusted by the Calculation Agent, Agent for the application of the Daily Rate in the same manner as the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date,4 the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. 3 To be the Hedge Completion Date specified in the Forward Instruction Notice accepted by the Forward Purchaser. 4 Forward Price Reduction Dates to be the “ex-dividend” dates for each quarterly dividend as set forth in the Forward Instruction Notice. Notwithstanding anything pursuant to the contrary contained hereindefinition thereof from, to the extent the Company delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Dateincluding, the Calculation Agent shall adjust date that is one Settlement Cycle immediately following the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that date of such an adjustment is practicable and appropriate to preserve the economic intent sale of the parties hereto (taking into account Forward Purchaser’s commercially reasonable hedge positions in respect of the Transaction)Shares.