Forward Transactions Clause Samples
A Forward Transactions clause defines the terms under which parties agree to buy or sell an asset at a predetermined price on a future date. This clause typically outlines the specific asset involved, the agreed-upon price, the settlement date, and any conditions that must be met before the transaction occurs. By establishing these details in advance, the clause provides certainty for both parties regarding future obligations and helps manage risks associated with price fluctuations in the underlying asset.
Forward Transactions. The parties agree that Forward Transactions (as defined in sub‑paragraph (i)(A) below) may be effected under this Agreement and accordingly the provisions of sub‑paragraphs (i) to (iv) below shall apply.
(i) The following definitions shall apply –
(A) Forward Transaction", a Transaction in respect of which the Purchase Date is at least three Business Days after the date on which the Transaction was entered into and has not yet occurred;
(B) Forward Repricing Date", with respect to any Forward Transaction the date which is such number of Business Days before the Purchase Date as is equal to the minimum period for the delivery of margin applicable under paragraph 4(g).
(ii) The Confirmation relating to any Forward Transaction may describe the Purchased Securities by reference to a type or class of Securities, which, without limitation, may be identified by issuer or class of issuers and a maturity or range of maturities. Where this paragraph applies, the parties shall agree the actual Purchased Securities not less than two Business Days before the Purchase Date and Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party a Confirmation which shall describe such Purchased Securities.
(iii) At any time between the Forward Repricing Date and the Purchase Date for any Forward Transaction the parties may agree either –
(A) to adjust the Purchase Price under that Forward Transaction; or
(B) to adjust the number of Purchased Securities to be sold by Seller to Buyer under that Forward Transaction.
(iv) Where the parties agree to an adjustment under paragraph (iii) above, Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party a Confirmation of the Forward Transaction, as adjusted under paragraph (iii) above.
Forward Transactions. From time to time during the term of the Sales and Registration Agreement and subject to the terms and conditions set forth therein, we may enter into one or more collared forward sale transactions (each, a “Forward”), under which we will agree to sell the specified number of shares of our Class A common stock (subject to adjustment as set forth therein) to ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (in its capacity as buyer under any Forward, the “Forward Counterparty”). If we enter into a Forward with a Forward Counterparty, to hedge its position under the Forward, the Forward Counterparty will have a pledge up to the maximum number of shares of our Class A common stock deliverable under such Forward (the “Hedging Shares”) from us, as described below with a right to rehypothecate the pledged shares, and will rehypothecate and sell in an offering through ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC acting as the statutory underwriter (in such capacity, the “Forward Seller”) under this prospectus supplement and the accompanying prospectus up to the maximum number of shares of our Class A common stock underlying such Forward over a period of time to be agreed between us and the Forward Counterparty for such Forward (an “Initial Hedging Period”), all subject to the terms of the Sales and Registration Agreement and such Forward. We have been advised by the Forward Counterparty that it expects that, on the same days during the Initial Hedging Period when it is selling a number of Hedging Shares necessary to introduce into the public market the maximum number of shares underlying the Forward, the Forward Counterparty or its affiliate(s) will be contemporaneously purchasing a substantial portion of such number of shares in the open market for its own account to reduce the Forward Counterparty’s short hedge position created through the sale of Hedging Shares to the requisite initial hedge level (“initial hedge position”), as the Forward Counterparty expects its initial hedge position in respect of any Forward to be substantially less than the number of shares underlying such Forward. In the event that the Forward Counterparty, through its affiliate’s sales under this prospectus supplement and the accompanying prospectus, is unable to introduce the maximum number of shares underlying a Forward into the public market during the applicable Initial Hedging Period (including as a result of the prospectus being unavailable at any time during such Initial Hedging Period), the number of shares underlying s...
Forward Transactions. The Company may from time to time, in consultation with a Forward Purchaser and the applicable Agent (which may be either the same entity as the Forward Purchaser or an affiliate of the Forward Purchaser), request to enter into a Forward Transaction by delivering an instruction notice in the form attached as Exhibit B (a “Forward Instruction Notice”) pursuant to a Confirmation for such Agent to borrow, offer and sell Borrowed Securities, as a forward seller, in each case, in accordance with the terms of this Section 6(d). If the Company requests to enter into a Forward Transaction, the Company’s Forward Instruction Notice to the applicable Agent shall include, for purposes of (and as defined under) the related Confirmation, the requested (i) Trade Date, (ii) Maturity Date, (iii) Hedge Completion Date, (iv) Initial Number of Shares, (v) Commission Rate, (vi) Spread, (vii) Initial Stock Loan Rate, (viii) Maximum Stock Loan Rate, (ix) Forward Price Reduction Date and (x) Forward Price Reduction Amount (together, the “Proposed Confirmation Terms”). Each Forward Instruction Notice is subject to review and acceptance by the applicable Agent. To accept a Forward Instruction Notice, the applicable Agent shall send a written acceptance to the Company, and such written acceptance shall set forth the Proposed Confirmation Terms accepted by such Agent. Subject to the terms and conditions hereof and following the delivery of written acceptance by such Agent, the Agent shall use its commercially reasonable efforts, consistent with its normal sales and trading practices for similar forward transactions and applicable law and regulation, to sell as sales agent (whether acting as agent of the Company or as forward seller on behalf of any Forward Purchaser) all of the Borrowed Securities so designated by the Company in a Forward Instruction Notice. With respect to any Forward Instruction Notice accepted by an Agent as forward seller, such Agent shall use commercially reasonable efforts, consistent with its normal sales and trading practices for similar forward transactions and applicable law and regulation, to borrow the number of Securities designated by the Company. Any Confirmation to be entered into between the Company and a Forward Purchaser under this Section 6(d) in connection with a Forward Instruction Notice provided by the Company and accepted by the applicable Agent under this Section 6(d) shall be deemed to include each of the Proposed Confirmation Terms (as set...
Forward Transactions. Clause 4 CONDITIONS PRECEDENT 4.1 The right of the Client to initiate the drawing of the Facility under the Agreement shall be subject to the performance by the Client of all its obligations hereunder and shall in a manner satisfactory to the Bank, prior to providing any Facility, be subject to the fulfilment of the following further conditions: (a) The Agreement is duly signed and delivered by the Client and the Bank. (b) The Bank is provided with the Client's and the Guarantor’s current authorized signatory list, with evidence of the signatures.
Forward Transactions. In the event the Term terminates pursuant to clause (ii) or (iii) of Section 3.1 hereof or this Agreement is terminated pursuant to Article 7 hereof, New Power shall promptly elect by written notice for the parties to undertake one of the following: (i)
(A) New Power shall assign and the Sellers shall assume New Power's position under all Forward Transactions (or, if the Closing shall occur but not the Second Closing, the Forward Transactions relating to any Delay Closing Assets and Delay Closing Liabilities not transferred to and assumed by New Power as of the effective date of termination of this Agreement and the Second Closing Assets and Second Closing Liabilities), and (B) the Sellers shall pay to New Power, New Power's costs under all Forward Transactions (or, if the Closing shall occur but not the Second Closing, the Forward Transactions relating to any Delay Closing Assets and Delay Closing Liabilities not transferred to and assumed by the New Power as of the effective date of termination of this Agreement and the Second Closing Assets and Second Closing Liabilities) or (ii) the Sellers shall pay to New Power or New Power shall pay to the Sellers, as applicable, an amount which would have had the same economic consequences to the Sellers had the transactions contemplated by the preceding clause (i)(A) been consummated; PROVIDED, HOWEVER, in any event that the Forward Transactions entered into by New Power after the Closing Date shall be entered into in good faith and shall be entered into on commercially reasonable terms and conditions.
Forward Transactions. Prior to any offers or sales of Borrowed Securities by a Selling Agent as forward seller, the Company and the applicable Forward Purchaser shall have each executed and delivered to the other party the completed Confirmation relating to such sales and such Selling Agent, substantially in the form attached hereto as Annex I and all conditions to effectiveness included in the relevant Confirmation have been satisfied.
Forward Transactions. The settlement price that we will receive under any Forward for each share of our Class A Common Stock deliverable thereunder will be equal to the Reference Price (as defined below) but not less than the Floor Price and not more than the Cap Price (each as defined below). We will receive a prepayment of the Forward in an amount equal to the Floor Price multiplied by the Underlying Number of Shares, subject to adjustment for, among other factors, the prepayment percentage ratio agreed for such Forward shortly following completion of the Initial Hedging Period for such Forward. To the extent the Reference Price (as defined below) exceeds the Floor Price for such Forward, we will receive such excess (capped at the Cap Price) multiplied by the Underlying Number of Shares at maturity of such Forward, as adjusted (if applicable) for the amount reflecting the agreed prepayment percentage ratio for such Forward. We will be obligated to settle the Forward physically by delivery of the Underlying Number of Shares on the maturity date for such Forward, subject to acceleration of the scheduled maturity date at its election by the Forward Counterparty or other adjustment of such date in certain circumstances in accordance with the terms of the Forward. Upon any settlement under a Forward, the Forward Counterparty will set-off its obligation to return the shares of our Class A common stock that may be pledged by us under the Share Pledge Arrangement applicable to such Forward against any delivery obligation we owe to them under such Forward, so in case of physical settlement of such Forward no net share delivery is expected by either party. The Forward Counterparty may accelerate the scheduled maturity date for a portion of a Forward, in which case the settlement described above will only apply to such portion. Subject to certain conditions specified in a Forward, we will have the right to elect the receive the excess of the Reference Price (but no more than the Cap Price) over the Floor Price in the form of our Class A common stock, instead of cash, with the number of shares to be calculated over a period of time following the maturity date of the Forward based on the 10b-18 VWAP price, as measured under the Forward, of our Class A common stock during such unwind period. To the extent the Forward Counterparty determines to accelerate the scheduled maturity of a Forward in portion(s), there will be separate unwind periods applicable to such relevant portion(s) of the Fo...
Forward Transactions. The parties agree that Forward Transactions (as defined in sub-paragraph (i)(A) below) may be effected under this Agreement and accordingly the provisions of sub-paragraphs (i) to (iv) below shall apply.
(i) The following definitions shall apply –