Other Forward. Party A acknowledges that Party B has entered into two substantially identical forward transactions for its Shares on the date hereof and on May 19, 2009 respectively (the “Other Forwards”) with an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Party A and Party B agree that if Party B designates a Settlement Date with respect to either of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the second day of such Overlap Unwind Period; provided that if such second day of such Overlap Unwind Period is a day on which Party A is contractually prohibited from purchasing Shares to unwind its hedge in respect of any other transaction pursuant to any provision substantially similar to the provision immediately preceding this proviso, then Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Period.
Appears in 1 contract
Sources: Confirmation of Additional Forward Stock Sale Transaction (Beckman Coulter Inc)
Other Forward. Party A acknowledges that Party B has entered into two substantially identical forward transactions for its Shares on the date hereof and on May 19, 2009 respectively (the “Other Forwards”) with an affiliate of ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & Co. Party A and Party B agree that if Party B designates a Settlement Date with respect to either of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the second first day of such Overlap Unwind Period; provided that if such second first day of such Overlap Unwind Period is a day on which Party A is contractually prohibited from purchasing Shares to unwind its hedge in respect of any other transaction pursuant to any provision substantially similar to the provision immediately preceding this proviso, then Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day during such Overlap Unwind Period, commencing on the first second day of such Overlap Unwind Period.
Appears in 1 contract
Sources: Confirmation of Forward Stock Sale Transaction (Beckman Coulter Inc)
Other Forward. Party A acknowledges that Party B has entered into two substantially identical forward transactions for its Shares on the date hereof and on May 19, 2009 respectively (the “Other Forwards”) with an affiliate of ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & Co. Party A and Party B agree that if Party B designates a Settlement Date with respect to either of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the second first day of such Overlap Unwind Period; provided that if such second first day of such Overlap Unwind Period is a day on which Party A is contractually prohibited from purchasing Shares to unwind its hedge in respect of any other transaction pursuant to any provision substantially similar to the provision immediately preceding this proviso, then Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day during such Overlap Unwind Period, commencing on the first second day of such Overlap Unwind Period.
Appears in 1 contract
Sources: Confirmation of Additional Forward Stock Sale Transaction (Beckman Coulter Inc)
Other Forward. Party A acknowledges that Party B has entered into two a substantially identical forward transactions transaction for its the Shares on the date hereof and on May 19, 2009 respectively (the “Other ForwardsForward”) with an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ JPMorgan Chase Bank, National Association. Party A and Party B agree that if Party B designates a Settlement Date with respect to either of the Other Forwards Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the this Transaction on and the resulting Unwind Period shall include only every other second Exchange Business Day that is not a Suspension Day during such Overlap Unwind PeriodPeriod (in the case of an Overlap Unwind Period that coincides with an Unwind Period under the Other Forward), in each case as notified by Party B, commencing on the first or second day Exchange Business Day of such Overlap Unwind Period; provided , as notified by Party B. For the avoidance of doubt the operation of this “Other Forward” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to this Transaction. Please confirm that if such second day the foregoing correctly sets forth the terms of such Overlap Unwind Period is a day on which Party A is contractually prohibited from purchasing Shares to unwind its hedge in respect of any other transaction pursuant to any provision substantially similar to the provision immediately preceding our agreement by signing and returning this provisoConfirmation. Yours faithfully, then Party A shall only be permitted to purchase Shares to unwind its hedge in respect ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director Confirmed as of the Transaction on every other Exchange Business Day during such Overlap Unwind Perioddate first written above: AMERICAN WATER WORKS COMPANY, commencing on the first day of such Overlap Unwind Period.INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer
Appears in 1 contract
Other Forward. Party A acknowledges that Party B has entered into two substantially identical forward transactions for its Shares on the date hereof and on May 19, 2009 respectively (the “Other Forwards”) with an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Party A and Party B agree that if Party B designates a Settlement Date with respect to either of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the second day of such Overlap Unwind Period; provided that if such second day of such Overlap Unwind Period is a day on which Party A is contractually prohibited from purchasing Shares to unwind its hedge in respect of any other transaction pursuant to any provision substantially similar to the provision immediately preceding this proviso, then Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Period.
Appears in 1 contract
Sources: Confirmation of Forward Stock Sale Transaction (Beckman Coulter Inc)
Other Forward. Party A acknowledges that Party B has entered into two substantially identical a forward transactions transaction for its Shares on the date hereof and on May 19, 2009 respectively (the “Other ForwardsForward”) with an affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc. (such affiliate, the “Other Dealer”). Party A and Party B agree that that, in order to facilitate compliance with the provisions of Rule 10b-18 under the Exchange Act, if Party B designates a Settlement Date or a Settlement Date occurs on the Maturity Date with respect to either of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, Forward and the resulting Unwind Period for such the Other Forward coincides for any period of time with an the Unwind Period for the this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, Period and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction Unwind Daily Share Amount on every other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the second day of such Overlap Unwind Period; provided that if such second day of such Overlap Unwind Period is a day on which Party A is contractually prohibited from purchasing Shares to unwind its hedge in respect of any other transaction pursuant to any provision substantially similar to the provision immediately preceding this proviso, then Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Scheduled Trading Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Period. Assignment: Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Party A or any entity organized or sponsored by Party A without the prior written consent of Party B. Notwithstanding any other provision of this Confirmation to the contrary requiring or allowing Party A to purchase or receive any Shares from Party B, Party A may designate any of its affiliates to purchase or receive such Shares or otherwise to perform Party A’s obligations in respect of this Transaction and any such designee may assume such obligations, and Party A shall be discharged of its obligations to Party B to the extent of any such performance.
Appears in 1 contract
Sources: Confirmation (Southern Union Co)
Other Forward. Party A acknowledges that Party B has entered into two substantially identical forward transactions for its Shares on the date hereof and on May 19, 2009 respectively (the “Other Forwards”) with an affiliate affiliates of each of Deutsche Bank Securities Inc. and M▇▇▇▇▇▇ L▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇ Incorporated. Party A and Party B agree that if Party B designates a Settlement Date with respect to either one or both of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward (or Other Forwards, as the case may be) coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on Period (if the second day of such Overlap Unwind Period; provided Period is with respect to one Other Forward) or on every third Exchange Business Day that if such second day of is not a Suspension Day during such Overlap Unwind Period (if the Overlap Unwind Period is a day on with respect to both Other Forwards). Party B shall specify in any Settlement Notice that triggers an Overlap Unwind Period with respect to one Other Forward or with respect to both Other Forwards, as the case may be, which Party A is contractually prohibited from purchasing Shares to unwind its hedge in respect of any other transaction pursuant to any provision substantially similar to the provision immediately preceding this proviso, then Party A shall only forward counterparty will be permitted to purchase Shares to unwind its hedge in respect of its Transaction first and second or first, second and third, as the Transaction on every other Exchange Business Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Periodcase may be.
Appears in 1 contract