Common use of Forward Transactions Clause in Contracts

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 such Forward will be reduced accordingly immediately upon completion of such Initial Hedging Period. We refer to such number of shares as the “Underlying Number of Shares.”

Forward Transactions. From The Company may, from time to time during the term of this Agreement, instruct the Sales applicable Managers, each as forward seller, to offer and Registration Agreement sell shares of Common Stock borrowed by the applicable Forward Purchaser or its affiliate (any such Shares, “Forward Hedge Shares”), in each case on the terms and subject to the terms and conditions set forth thereinin this Agreement, we may enter any Confirmation (as defined below) and any Terms Agreement (as defined below), as applicable. The Company agrees that if it enters into one or more collared forward sale stock purchase 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 ) with a Forward Purchaser as set forth thereinin one or more separate letter agreements (each, a “Master Confirmation”) and supplemented by one or more supplemental confirmations (each, a “Supplemental Confirmation,” and together with the relevant Master Confirmation, a “Confirmation”), substantially in the form set forth in Exhibit D (as supplemented by the applicable Forward Placement Notice (as defined in Section 1(b)(i) hereof)), relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (in its capacity as buyer under any the applicable Forward, then the “Company will, on the respective terms and subject to the respective conditions set forth in such Confirmation and in this Agreement (including the Company’s option to elect Cash Settlement or Net Share Settlement (each as defined in each applicable Confirmation)), deliver to the applicable Forward Counterparty”Purchaser, or a respective affiliate thereof (including the Manager affiliated with such Forward Purchaser). 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 Common Stock that may be sold and/or delivered in accordance with this Agreement in connection with such Confirmation. In connection therewith, it is contemplated that the applicable Forward (the “Hedging Shares”) from us, as described below with a right to rehypothecate the pledged shares, and Purchaser will rehypothecate offer and sell in through the applicable Manager (which shall be either the same entity as the Forward Purchaser or an offering through ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC affiliate thereof), acting as the statutory underwriter (in such capacity, the “Forward Seller”) under this prospectus supplement and the accompanying prospectus up to the maximum number forward seller on behalf 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 Purchaser on the terms and subject to the terms of the Sales and Registration Agreement and conditions set forth in this Agreement, Forward Hedge Shares to be borrowed by 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 Purchaser 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 Forwardaffiliate. In the event that of a conflict between the Forward Counterparty, through its affiliate’s sales under terms of this prospectus supplement Agreement and the accompanying prospectus, is unable to introduce the maximum number those of shares underlying a Forward into the public market during the applicable Initial Hedging Period any Confirmation (including as a result of the prospectus being unavailable at any time during such Initial Hedging Periodrelated Forward Placement Notice), the number of shares underlying such Forward will be reduced accordingly immediately upon completion terms of such Initial Hedging Period. We refer to such number of shares as the “Underlying Number of SharesConfirmation shall control.”