Forward Sale Agreement means the letter agreement dated the date hereof between the Selling Shareholder and Xxxxxx Xxxxxxx & Co. LLC (the “Forward Purchaser”) relating to the forward sale by the Selling Shareholder of a number of Common Shares equal to the number of Offered Shares sold by the Forward Seller pursuant to this Agreement. As used herein, the “Guarantee” means the guarantee dated the date hereof by 3G Restaurant Brands Holdings LP (the “Guarantor”) in respect of the Selling Shareholder’s obligations under the Forward Sale Agreement. This underwriting agreement (this “Agreement”), the Forward Sale Agreement and the Guarantee are collectively referred to herein as the “Transaction Documents.” Any references herein to the Selling Shareholder shall mean the Selling Shareholder acting through 3G Restaurant Brands Holdings General Partner Ltd., its general partner. The Company and the Selling Shareholder hereby confirm their agreement with the several Underwriters, the Forward Seller and the Forward Purchaser (the Underwriters, the Forward Seller and the Forward Purchaser, collectively, the “Bank Parties”) concerning the purchase and sale of the Offered Shares, as follows:
Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company and the Forward Counterparty, relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Underwritten Securities sold by the Forward Seller to the Underwriters pursuant to this Underwriting Agreement (this “Agreement”). References herein to the “Forward Sale Agreement” are to the initial Forward Sale Agreement and/or any Option Forward Sale Agreement contemplated in Section 2(b) below as the context requires. The Company understands that the Underwriters propose to make a public offering of the Securities on the terms set forth herein as soon as the Underwriters deem advisable after this Agreement has been executed and delivered, it being understood that the Company, the Forward Counterparty, the Forward Seller and the Underwriters will determine the public offering price per share for the Securities on the first business day after the date this Agreement has been executed and delivered. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be included or incorporated by reference therein. Certain terms used herein are defined in Section 23 hereof.
Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company and Deutsche Bank AG, London Branch (the “Forward Counterparty”), relating to the forward sale by the Company of a number of shares of Common Stock equal to the number of Borrowed Initial Shares and Borrowed Option Shares sold by the Forward Seller to the Underwriters pursuant to this Agreement, subject to the Company’s right to elect Cash Settlement or Net Stock Settlement (as such terms are defined in the Forward Sale Agreement).
Examples of Forward Sale Agreement in a sentence
There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale by the Company under the 1933 Act in connection with the issuance and sale of the Securities or any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement.
At the Closing Time, the Securities and the maximum number of additional shares of Common Stock issuable pursuant to the Forward Sale Agreement shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.
Except as contemplated herein or in the General Disclosure Package and the Prospectus, each of the Company and the Operating Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities or any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement.
Additionally, the Company shall report the use of proceeds from the issuance of the Securities and from the Forward Sale Agreement as may be required under Rule 463 under the 1933 Act.
The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities and any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement as contemplated in this Agreement, the Forward Sale Agreement, the Registration Statement, the General Disclosure Package and the Prospectus.
More Definitions of Forward Sale Agreement
Forward Sale Agreement means any forward funding sale agreement or other sale agreement in respect of any Property (or part thereof) pursuant to which the Group shall receive payment from a buyer prior to the Group's disposal of the relevant Property (or part thereof) to that buyer.
Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company and Citibank, N.A. (the “Forward Counterparty”), relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the Forward Seller to the Underwriters pursuant to this Agreement. References herein to the “Forward Sale Agreement” are to the initial Forward Sale Agreement and/or the Additional Forward Sale Agreement as the context requires. The Company understands that the Underwriters propose to make a public offering of the Shares on the terms set forth herein as soon as the Underwriters deem advisable after this Underwriting Agreement (the “Agreement”) has been executed and delivered, it being understood that the Company, the Forward Counterparty, the Forward Seller and the Underwriters will determine the public offering price per share for the Shares on the first business day after the date the Agreement has been executed and delivered.
Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company and JPMorgan Chase Bank, National Association, London Branch (the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreement), of a number of shares of Common Stock
Forward Sale Agreement means the letter agreement, dated September 3, 2014, between the Company and Deutsche Bank AG, London Branch, relating to the forward sale by the Company of a number of shares of Common Stock equal to the number of Borrowed Initial Shares and Borrowed Option Shares sold by the Forward Seller to the Underwriters pursuant to the Underwriting Agreement, as amended by the first amendment thereto, dated as of September 4, 2014.
Forward Sale Agreement means the letter agreement dated the date hereof between the Selling Shareholder and BofA Securities, Inc. (the “Forward Purchaser”) relating to the forward sale by the Selling Shareholder of a number of Common Shares up to the number of Offered Shares. As used herein, the “Guarantee” means the guarantee dated the date hereof by 3G Restaurant Brands Holdings LP (the “Guarantor”) in respect of the Selling Shareholder’s obligations under the Forward Sale Agreement. This underwriting agreement (this “Agreement”), the Forward Sale Agreement and the Guarantee are collectively referred to herein as the “Transaction Documents.” Any references herein to the Selling Shareholder shall mean the Selling Shareholder acting through 3G Restaurant Brands Holdings General Partner Ltd., its general partner. The Company and the Selling Shareholder hereby confirm their agreement with the several Underwriters, the Forward Seller and the Forward Purchaser (the Underwriters, the Forward Seller and the Forward Purchaser, collectively, the “Bank Parties”) concerning the purchase and sale of the Offered Shares, as follows:
Forward Sale Agreement. This Agreement requires the selling of gold to a buyer at an agreed delivery price and date at a given discount. It requires buyer to forward purchase by paying to seller all of the money for the delivery against the discount agreed by buyer and Seller.
Forward Sale Agreement means the letter agreement dated the date hereof between the Company and Xxxxxx Xxxxxxx & Co. LLC (the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Shares sold by the Forward Seller pursuant to this Agreement The transactions contemplated by this Agreement and the 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.