Additional Forward Sale Agreement has the meaning set forth in Section 2(b)(i) hereof. The Company and the Forward Seller hereby confirm their respective agreements with the several Underwriters as follows:
Additional Forward Sale Agreement has the meaning set forth in Section 2 hereof.
Additional Forward Sale Agreement has the meaning set forth in Section 3 hereof. The Company, Corporate Office Properties, L.P., a Delaware limited partnership (“Operating Partnership”), and the Forward Seller hereby agree with the Underwriters, the Forward Purchaser and the Forward Seller or the Underwriters, as the case may be, as follows:
Examples of Additional Forward Sale Agreement in a sentence
Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement) that would give rise to a valid claim against any of them or the Underwriter, the Forward Purchaser or the Forward Seller for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.
The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of each Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement shall be true and correct on and as of each Closing Date.
All of the Company Shares that have been or may be sold under this Agreement and all shares of Common Stock that may be sold under the Forward Sale Agreement or any Additional Forward Sale Agreement have been approved for listing, subject to only official notice of issuance, on the New York Stock Exchange (the “Exchange”).
Any Additional Forward Sale Agreement will be duly authorized, executed and delivered by the Company.
The Company will apply the net proceeds from the sale of the Company Shares, if any, and the sale of any shares of Common Stock issued and sold pursuant to the Forward Sale Agreement and any Additional Forward Sale Agreement as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds”.
More Definitions of Additional Forward Sale Agreement
Additional Forward Sale Agreement has the meaning set forth in Section 3(b) hereof. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-203667) covering the public offering and sale of certain securities of the Company, including the Shares, under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”), which shelf registration statement has been declared effective by the Commission. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the 1933 Act Regulations (“Rule 430B”), and is referred to herein as the “Registration Statement;” provided, however, that the term “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Underwriter and the Shares within the meaning of Rule 430B(f)(2), including the exhibits and schedules thereto as of such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; and provided, further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Shares (the “Rule 462(b) Registration Statement”), then, after such filing, all references to “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. Each preliminary prospectus supplement and the base prospectus used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act immediately prior to the Applicable Time (as defined below), are collectively referred to herein as a “prel...
Additional Forward Sale Agreement has the meaning set forth in Section 4 hereof. The terms and rights of the Shares shall be as specified in or pursuant to the provisions of this Agreement and the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”). This Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. This Agreement will become effective with respect to the Shares at a point in time agreed to by the several Underwriters, the Forward Sellers, the Forward Purchasers and the Company (the “Pricing Effective Time”), which for purposes of this Agreement means 5:55 p.m. (New York City time) on the date hereof. The Pricing Effective Time shall occur when the Preliminary Prospectus (as defined below) and the information set forth in Schedule II hereto (collectively, the “Pricing Disclosure Material”) shall be available for delivery or communication to purchasers. At the Pricing Effective Time, the several Underwriters propose to offer the Shares for sale upon terms and conditions set forth in the Prospectus (as defined in Section 1(a) hereof) and in the Pricing Disclosure Material.
Additional Forward Sale Agreement has the meaning set forth in Section 2 hereof. As more fully described in the Disclosure Package (as defined below), the Company entered into an Agreement and Plan of Merger, dated April 14, 2013 (the “Merger Agreement”), among the Company, Life Technologies Corporation, a Delaware corporation (“Life Technologies”), and Polpis Merger Sub Co., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), through which Merger Sub will merge with and into Life Technologies whereupon Life Technologies shall continue as the surviving corporation and a wholly-owned subsidiary of the Company (the “Acquisition”).
Additional Forward Sale Agreement has the meaning set forth in Section 4 hereof. The term “Forward Sale Agreement” means the Initial Forward Sale Agreement and the Additional Forward Sale Agreement, as applicable.
Additional Forward Sale Agreement has the meaning set forth in Section 3 hereof. The transactions contemplated by this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement are herein referred to collectively as the “Transactions”. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-211114), including a prospectus, on Form S-3, relating to, among other securities of the Company and certain of its subsidiaries, shares of Common Stock, including the Shares. The registration statement, as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the related prospectus dated May 4, 2016 in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter referred to collectively as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus filed pursuant to Rule 424 of the Securities Act. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.
Additional Forward Sale Agreement has the meaning set forth in Section 3(c) hereof. To the extent there are no additional Underwriters listed on Schedule A other than Barclays and Citigroup, the terms Representatives and Underwriters as used herein shall mean Barclays and Citigroup, as Underwriters. The term Underwriters shall mean either the singular or plural as the context requires. The Company, Acadia Realty Limited Partnership, a Delaware limited partnership (the “Partnership”), for which the Company is the sole general partner, and the Forward Seller hereby confirm their respective agreements with the Underwriters as follows:
Additional Forward Sale Agreement has the meaning set forth in Section 4 hereof.