Other Forward Transactions. Party A acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (each, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Additional Forward(s) coincides for any period of time with any Unwind Period (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 3 contracts
Sources: Confirmation (Centerpoint Energy Inc), Confirmation (Centerpoint Energy Inc), Confirmation (Centerpoint Energy Inc)
Other Forward Transactions. Party A Dealer acknowledges that Party B Counterparty has entered (including by assignment) or may enter in the future into two one or more substantially identical forward transactions on for the Shares on the date hereof (each, an “Other Additional Forward” and, and collectively, the “Other Additional Forwards”) with two other forward purchasers one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Forward CounterpartiesDealers”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Additional Forward(s) Forwards coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A Dealer by Party B Counterparty at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall may be every other Scheduled Trading Day if there is only one Other Additional ForwardDealer, every third Scheduled Trading Day if there are two Other Additional ForwardsDealers, etc.). Party A additionally acknowledges Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that Party B errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty hereunder, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us. Yours faithfully, By: Name: Title: Agreed and accepted by: WELLTOWER INC. By: Name: Title: If Counterparty delivers Unregistered Settlement Shares pursuant to Section 14 above (a “Private Placement Settlement”), then:
(a) all Unregistered Settlement Shares shall be delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof;
(b) as of or prior to the date of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);
(c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and obligations to use best efforts to obtain customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses in connection with such resale, including all commercially reasonable fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and
(d) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), Counterparty shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably satisfactory to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Unregistered Settlement Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Unregistered Settlement Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Unregistered Settlement Shares. If Counterparty delivers any Unregistered Settlement Shares in respect of a Transaction, Counterparty agrees that (i) such Shares may be transferred by and among Dealer and its affiliates and (ii) after the applicable “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of any seller’s and broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer). To: Welltower Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Toledo, Ohio 43615 From: [Dealer] Re: Issuer Share Forward Sale Transaction Date: [ ], 20[ ] Ladies and Gentlemen: The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into two substantially identical forward transactions on the Shares on May 27, 2025 between [Dealer] (each, an “Other Base Forward” and, collectivelyDealer”) and Welltower Inc. (“Counterparty”) (together, the “Other Base ForwardsContracting Parties”) with each on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the Other Forward Counterpartiesrelevant Trade Date for the Transaction referenced below.
1. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicableThis Supplemental Confirmation supplements, forms part of, and is subject to the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period Master Confirmation dated as of time with any Unwind Period [ ], 20[ ] (the “Other Overlap Unwind PeriodMaster Confirmation”)) between the Contracting Parties, Party B shall notify Party A at least one Scheduled Trading Day prior as may be amended and/or supplemented from time to time. All provisions contained in the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect Master Confirmation govern this Supplemental Confirmation except as expressly modified below.
2. The terms of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, to which this Supplemental Confirmation relates are as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).follows:
Appears in 2 contracts
Sources: Equity Distribution Agreement (Welltower Inc.), Equity Distribution Agreement (Welltower Inc.)
Other Forward Transactions. Party B agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling Period at any time there is (1) a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Party A acknowledges (an “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B has entered enters into two substantially identical with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter into one or more forward transactions on the Shares on the date hereof (each, an “Other Additional ForwardATM Forward Transaction” and, and collectively, the “Other Additional ForwardsATM Forward Transactions”) with two other forward purchasers another Forward Purchaser (as defined in the Sales Agreement) (an “Other Forward CounterpartiesDealer”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards ATM Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Additional Forward(s) Forward Transaction coincides for any period of time with any an Unwind Period for a Transaction (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of the such Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall would be every other Scheduled Trading Day if there is only one Other Additional ForwardDealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base ForwardsDealers, etc.).
Appears in 2 contracts
Sources: Master Forward Confirmation (Corporate Office Properties Trust), Master Forward Confirmation (Corporate Office Properties Trust)
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other January 2022 Forward or an Additional January 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other January 2022 Forward”) with ▇▇▇▇▇ Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional January 2022 Forwards”) with ▇▇▇▇▇ Fargo Bank, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other January 2022 Forward or Additional January 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other January 2022 Forward or Additional Forward(s) January 2022 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 2 contracts
Sources: Registered Forward Transaction (NETSTREIT Corp.), Registered Forward Transaction (NETSTREIT Corp.)
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other July, 2025 Forward or an Additional July, 2025 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other July, 2025 Forward”) with Bank of America, N.A. and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional July, 2025 Forwards”) with Bank of America, N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other July, 2025 Forward or Additional July, 2025 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other July, 2025 Forward or Additional Forward(s) July, 2025 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 2 contracts
Sources: Confirmation of Registered Forward Transaction (NETSTREIT Corp.), Confirmation of Registered Forward Transaction (NETSTREIT Corp.)
Other Forward Transactions. Party A Dealer acknowledges that Party B Counterparty has entered (including by assignment) or may enter in the future into two one or more substantially identical forward transactions on for the Shares on the date hereof (each, an “Other Additional Forward” and, and collectively, the “Other Additional Forwards”) with two other forward purchasers one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Forward CounterpartiesDealers”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Additional Forward(s) Forwards coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A Dealer by Party B Counterparty at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall may be every other Scheduled Trading Day if there is only one Other Additional ForwardDealer, every third Scheduled Trading Day if there are two Other Additional ForwardsDealers, etc.). Party A additionally acknowledges Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that Party B has entered into two substantially identical forward transactions on errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty hereunder, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us. Yours faithfully, By: Name: Title: Agreed and accepted by: WELLTOWER INC. By: Name: Title: If Counterparty delivers Unregistered Settlement Shares on May 27pursuant to Section 14 above (a “Private Placement Settlement”), 2025 then:
(eacha) all Unregistered Settlement Shares shall be delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof;
(b) as of or prior to the date of delivery, an “Other Base Forward” andDealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size (including, collectivelywithout limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);
(c) as of the date of delivery, Counterparty shall enter into an agreement (a “Other Base ForwardsPrivate Placement Agreement”) with each Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and obligations to use best efforts to obtain customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses in connection with such resale, including all commercially reasonable fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) Securities Act for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, resales; and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 2 contracts
Sources: Equity Distribution Agreement (Welltower Inc.), Equity Distribution Agreement (Welltower Inc.)
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other January 2022 Forward or an Additional January 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other January 2022 Forward”) with W▇▇▇▇ Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional January 2022 Forwards”) with W▇▇▇▇ Fargo Bank, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other January 2022 Forward or Additional January 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other January 2022 Forward or Additional Forward(s) January 2022 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 2 contracts
Sources: Registered Forward Transaction (NETSTREIT Corp.), Registered Forward Transaction (NETSTREIT Corp.)
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other January, 2024 Forward”) with W▇▇▇▇ Fargo, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional January, 2024 Forwards”) with W▇▇▇▇ Fargo, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other January, 2024 Forward or Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other January, 2024 Forward or Additional Forward(s) January, 2024 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 1 contract
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other April 2019 Forward (as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other April 2019 Forward”) with Citibank, N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to the Other April 2019 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, and one or both of the resulting “Unwind Periods” for such Other Additional Forward(s) April 2019 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day, commencing on the second day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 1 contract
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other July, 2025 Forward or an Additional July, 2025 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other July, 2025 Forward”) with W▇▇▇▇ Fargo, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional July, 2025 Forwards”) with W▇▇▇▇ Fargo, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other July, 2025 Forward or Additional July, 2025 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other July, 2025 Forward or Additional Forward(s) July, 2025 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 1 contract
Sources: Confirmation of Registered Forward Transaction (NETSTREIT Corp.)
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other November 2021 Forwards”) with W▇▇▇▇ Fargo Bank, National Association and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional November 2021 Forwards”) with W▇▇▇▇ Fargo Bank, National Association and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other November 2021 Forward or Additional November 2021 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other November 2021 Forward or Additional Forward(s) November 2021 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first, second or third day of such Overlap Unwind Period (which alternating Scheduled Trading Daysas specified in the notice from Counterparty, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions depending on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for whether such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day involves this Transaction and the length of such an Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is November 2021 Forward or an Additional November 2021 Forward with only one Other Base Forward, every third Scheduled Trading Day if there are (1) other dealer or with two Other Base Forwards, etc(2) other dealers.).
Appears in 1 contract
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other January, 2024 Forward”) with Bank of America, N.A. and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional January, 2024 Forwards”) with Bank of America, N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other January, 2024 Forward or Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other January, 2024 Forward or Additional Forward(s) January, 2024 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 1 contract
Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other April 2019 Forward (as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other April 2019 Forward”) with J▇▇▇▇▇▇▇▇ LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to the Other April 2019 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, and one or both of the resulting “Unwind Periods” for such Other Additional Forward(s) April 2019 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day, commencing on the first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
Appears in 1 contract
Other Forward Transactions. Party A Dealer acknowledges that Party B Counterparty has entered (including by assignment) or may enter in the future into two one or more substantially identical forward transactions on for the Shares on the date hereof (each, an “Other Additional Forward” and, and collectively, the “Other Additional Forwards”) with two other forward purchasers one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Forward CounterpartiesDealers”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Additional Forward(s) Forwards coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A Dealer by Party B Counterparty at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall may be every other Scheduled Trading Day if there is only one Other Additional ForwardDealer, every third Scheduled Trading Day if there are two Other Additional ForwardsDealers, etc.). Party A additionally acknowledges Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that Party B has entered into two substantially identical forward transactions on errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty hereunder, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us. Yours faithfully, By: Name: Title: Agreed and accepted by: By: Name: Title: If Counterparty delivers Unregistered Settlement Shares on May 27pursuant to Section 14 above (a “Private Placement Settlement”), 2025 then:
(eacha) all Unregistered Settlement Shares shall be delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof;
(b) as of or prior to the date of delivery, an “Other Base Forward” andDealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size (including, collectivelywithout limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);
(c) as of the date of delivery, Counterparty shall enter into an agreement (a “Other Base ForwardsPrivate Placement Agreement”) with each Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and obligations to use best efforts to obtain customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses in connection with such resale, including all commercially reasonable fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) Securities Act for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, resales; and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other September 2022 Forward or an Additional September 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other September 2022 Forwards”) with M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional September 2022 Forwards”) with M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other September 2022 Forward or Additional September 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other September 2022 Forward or Additional Forward(s) September 2022 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day, commencing on the first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other October 2024 Forward or an Additional October 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other October 2024 Forwards”) with Citibank, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional October 2024 Forwards”) with Citibank, N.A.. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other October 2024 Forward or Additional October 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other October 2024 Forward or Additional Forward(s) October 2024 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day, commencing on the first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other September 2022 Forward or an Additional September 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other September 2022 Forwards”) with Citibank, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional September 2022 Forwards”) with Citibank, N.A.. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other September 2022 Forward or Additional September 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other September 2022 Forward or Additional Forward(s) September 2022 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day, commencing on the first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other January, 2024 Forward”) with Bank of America, N.A. and that Counterparty has entered into a substantially identical forward transaction for the Shares in connection herewith on January 9, 2024 (as amended from time to time, the “Additional January, 2024 Forwards”) with Bank of America, N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other January, 2024 Forward or Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other January, 2024 Forward or Additional Forward(s) January, 2024 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other November 2021 Forwards”) with Bank of America, N.A. and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional November 2021 Forwards”) with Bank of America, N.A. and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other November 2021 Forward or Additional November 2021 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other November 2021 Forward or Additional Forward(s) November 2021 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first, second or third day of such Overlap Unwind Period (which alternating Scheduled Trading Daysas specified in the notice from Counterparty, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions depending on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for whether such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day involves this Transaction and the length of such an Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is November 2021 Forward or an Additional November 2021 Forward with only one Other Base Forward, every third Scheduled Trading Day if there are (1) other dealer or with two Other Base Forwards, etc(2) other dealers.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other November 2021 Forwards”) with W▇▇▇▇ Fargo Bank, National Association and Bank of America, N.A. and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional November 2021 Forwards”) with W▇▇▇▇ Fargo Bank, National Association and Bank of America, N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other November 2021 Forward or Additional November 2021 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other November 2021 Forward or Additional Forward(s) November 2021 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first, second or third day of such Overlap Unwind Period (which alternating Scheduled Trading Daysas specified in the notice from Counterparty, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions depending on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for whether such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day involves this Transaction and the length of such an Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is November 2021 Forward or an Additional November 2021 Forward with only one Other Base Forward, every third Scheduled Trading Day if there are (1) other dealer or with two Other Base Forwards, etc(2) other dealers.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other January, 2024 Forward”) with ▇▇▇▇▇ Fargo, National Association and that Counterparty has entered into a substantially identical forward transaction for the Shares in connection herewith on January 9, 2024 (as amended from time to time, the “Additional January, 2024 Forwards”) with ▇▇▇▇▇ Fargo, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other January, 2024 Forward or Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other January, 2024 Forward or Additional Forward(s) January, 2024 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other August 2022 Forward or an Additional August 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other August 2022 Forward”) with W▇▇▇▇ Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional August 2022 Forwards”) with W▇▇▇▇ Fargo Bank, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other August 2022 Forward or Additional August 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other August 2022 Forward or Additional Forward(s) August 2022 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other October 2024 Forward or an Additional October 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other October 2024 Forwards”) with W▇▇▇▇ Fargo, National Association, and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional October 2024 Forwards”) with W▇▇▇▇ Fargo, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other October 2024 Forward or Additional October 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other October 2024 Forward or Additional Forward(s) October 2024 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day, commencing on the first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges that Party B has entered into two [a substantially identical forward transactions transaction] [[Number] substantially identical forward transactions] on the Shares on the date hereof (each[the “Other Additional Forward”][each, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”]) with two [another forward purchaser][[Number] other forward purchasers purchasers] ([the “Other Forward Counterparty”][the “Other Forward Counterparties”]). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one [the Other Additional Forward][one or more Other Additional Forwards Forwards] for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such [the Other Additional Forward][such Other Additional Forward(s) )] coincides for any period of time with any Unwind Period (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating [every other][alternating] Scheduled Trading Days Day[s] during such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period [(which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etc.)]. Party A additionally acknowledges that Party B has entered into two [a substantially identical forward transactions transaction] [[Number] substantially identical forward transactions] on the Shares on May 27, 2025 [Insert Date of Other Base Confirmations] (each[the “Other Base Forward”][each, an “Other Base Forward” and, collectively, the “Other Base Forwards”]) with each [the Other Forward Counterparty][each of the Other Forward Counterparties]. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one [the Other Base Forward][one or more Other Base Forwards Forwards] for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such [the Other Base Forward][such Other Base Forward(s) )] coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating [every other][alternating] Scheduled Trading Days Day[s] during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period [(which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).etc.)]18
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other August 2022 Forward or an Additional August 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other August 2022 Forward”) with Bank of America, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional August 2022 Forwards”) with Bank of America, N.A.. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other August 2022 Forward or Additional August 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other August 2022 Forward or Additional Forward(s) August 2022 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Other Forward Transactions. Party A acknowledges Counterparty agrees that Party B has entered into two substantially identical forward transactions on the Shares on the date hereof (eachit shall not cause to occur, or permit to exist, an “Other Additional Forward” and, collectively, the “Other Additional Forwards”Unwind Period hereunder at any time there is an (1) with two other forward purchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Additional Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other July, 2025 Forward or an Additional July, 2025 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other July, 2025 Forward”) with ▇▇▇▇▇ Fargo, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional July, 2025 Forwards”) with ▇▇▇▇▇ Fargo, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other July, 2025 Forward or Additional July, 2025 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other July, 2025 Forward or Additional Forward(s) July, 2025 Forward coincides for any period of time with any an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and, subject to the immediately following paragraph, Party A and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the commencement first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Additional Forward, every third Scheduled Trading Day if there are two Other Additional Forwards, etcnotice from Counterparty.). Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions on the Shares on May 27, 2025 (each, an “Other Base Forward” and, collectively, the “Other Base Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Base Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Base Forward(s) coincides for any period of time with any Unwind Period (the “Other Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period of the first Scheduled Trading Day and the length of such Other Overlap Unwind Period, and, subject to the immediately preceding paragraph, Party A shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Other Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to the commencement of such Other Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Base Forward, every third Scheduled Trading Day if there are two Other Base Forwards, etc.).
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Sources: Confirmation of Registered Forward Transaction (NETSTREIT Corp.)