Forward Sale Agreements means the letter agreements, each dated the date hereof, between the Company and each of Jxxxxxxxx LLC and Citibank, N.A. (each a “Forward Counterparty” and together the “Forward Counterparties”), 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 Agreements), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the Forward Sellers to the Underwriters pursuant to this Agreement. References herein to the “Forward Sale Agreements” are to the initial Forward Sale Agreements and/or the Additional Forward Sale Agreements 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 Counterparties, the Forward Sellers 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 Agreements means each of the letter agreements dated the date hereof between the Company and each of Xxxxx Fargo Bank, National Association and JPMorgan Chase Bank, National Association (each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”) relating to the forward sale by the Company to each Forward Purchaser, subject to the Company’s right to elect Cash Settlement or Net Share Settlement, of a number of shares of Common Stock equal to the number of Borrowed Firm Securities sold by its affiliated Forward Seller pursuant to this Agreement. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has prepared and previously delivered to the Representatives a preliminary prospectus supplement dated December 4, 2019 relating to the Securities and a related prospectus dated December 4, 2019 (the “Base Prospectus”). Such preliminary prospectus supplement and Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus”. Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement dated the date hereof (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised the Representatives of all information (financial and other) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are herein called, collectively, the “Prospectus”.
Forward Sale Agreements means collectively (a) that certain Confirmation of Forward Sale Transaction, dated as of August 15, 2006, between Parent and Goldman Sachs Financial Markets, L.P. and (b) that certain Confirmation of Forward Sale Transaction, dated as of August 15, 2006, between Parent and Citibank, N.A.
Examples of Forward Sale Agreements in a sentence
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Operating Partnership, the Underwriters, the Forward Sellers and the Forward Counterparties, or any of them, with respect to the subject matter hereof, other than the Forward Sale Agreements.
This Agreement supersedes all prior agreements and understandings (whether written or oral), other than the Forward Sale Agreements, between the Company and the Operating Partnership, on the one hand, and the Underwriters, the Forward Purchasers and the Forward Sellers on the other, or any of them, with respect to the subject matter hereof.
Information to the Public and Press will be channelled through Dorset Communication Team.
In this chapter, data from management staff of NOCK at the headquarter was collected to find out the competitive strategies adopted by NOCK in getting their products into the market and get inferences to the challenges NOCK faces as they carry out their business and how those challenges were dealt with.
Benefits received by the Forward Counterparties and the Forward Sellers shall be deemed to be equal to the Spread (as defined in the applicable Forward Sale Agreements) deducted from the Forward Purchase Price (as defined in the applicable Forward Sale Agreements).
More Definitions of Forward Sale Agreements
Forward Sale Agreements means the letter agreements dated the date hereof between the Company and, respectively, Barclays Bank PLC or Xxxxxxx, Xxxxx & Co. (the “Forward Purchasers”) 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 Agreements), of a number of shares of Common Stock equal to the number of Borrowed Underwritten Shares sold by the Forward Sellers pursuant to this Agreement, and the term “Additional Forward Sale Agreements” has the meaning set forth in Section 2 hereof. 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 incorporated therein by reference. Certain terms used herein are defined in Section 19 hereof. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:
Forward Sale Agreements refers to the letter agreements dated the date hereof between the Company and each of Barclays Bank PLC and Bank of America, N.A., each in its capacity as a forward purchaser (in such capacity as a forward purchaser, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), each relating to the forward sale by the Company to such Forward Purchaser, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in each Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the applicable Forward Seller pursuant to this Underwriting Agreement (this “Agreement”).
Forward Sale Agreements means the letter agreements dated the date hereof between the Corporation and each of Credit Suisse Capital and JPMorgan Chase Bank, National Association (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”) relating to the forward sale by the Corporation, subject to the Corporation’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreements), of a number of shares of Common Stock equal to the number of Borrowed Underwritten Shares sold by the Forward Sellers pursuant to this Agreement, and the term “Additional Forward Sale Agreements” has the meaning set forth in Section 4 hereof.
Forward Sale Agreements means the separate letter agreements dated the date hereof between the Company and each of Citibank, N.A., Barclays Bank PLC and JPMorgan Chase Bank, National Association, London Branch (each, in such capacity, a “Forward Purchaser” and collectively, the “Forward Purchasers”) 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 Agreements), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by each Forward Seller pursuant to this Underwriting Agreement (this “Agreement”), and the term “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.
Forward Sale Agreements means, unless otherwise expressly stated or the context otherwise requires, the forward sales agreements we plan to enter into in connection with the Common Stock Offering;
Forward Sale Agreements refers to the letter agreements dated the date hereof between the Company and each of Citibank, N.A. and Bank of America, N.A., each in its capacity as a forward purchaser (each, in such capacity, a “Forward Purchaser” and, collectively, the “Forward Purchasers”), relating to the forward sale by the Company to each Forward Purchaser, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in each Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by its affiliated Forward Seller pursuant to this Underwriting Agreement (this “Agreement”).
Forward Sale Agreements means each of the letter agreements dated the date hereof between the Company and each of Mizuho Markets Americas LLC and Xxxxx Fargo Bank, National Association (each, a “Forward Purchaser”, and, collectively, the “Forward Purchasers”) relating to the forward sale by the Company to each Forward Purchaser, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreements), of a number of shares of Stock equal to the number of Borrowed Firm Shares sold by the Forward Sellers pursuant to this Agreement, and the term “Additional Forward Sale Agreements” has the meaning set forth in Section 4(b)(i)(A). The Borrowed Firm Shares and the Company Top-Up Firm Shares (as defined in Section 11(a)) are herein referred to collectively as the “Firm Shares.” Any Optional Shares sold to the Underwriters by the Forward Sellers pursuant to Section 4(b) upon exercise of the option described in Section 4(b) are herein referred to as the “Borrowed Optional Shares,” and any Optional Shares sold to the Underwriters by the Company pursuant to Section 4(b) upon exercise of such option, together with any Company Top-Up Optional Shares (as defined in Section 11(a)), are herein referred to as the “Company Optional Shares.” The Company Top-Up Firm Shares and the Company Optional Shares are herein referred to collectively as the “Company Shares.” The Borrowed Firm Shares and the Borrowed Optional Shares are herein referred to collectively as the “Borrowed Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.”