Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”) that is not an Other January 2022 Forward or an Additional January 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered into substantially identical forward transactions for the Shares on the date hereof (as amended from time to time, the “Other January 2022 Forward”) with Wxxxx Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional January 2022 Forwards”) with Wxxxx Fargo Bank, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to any Other January 2022 Forward or Additional January 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable and one or both of the resulting “Unwind Periods” for such Other January 2022 Forward or Additional January 2022 Forward coincides for any period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of this Transaction only on every second Scheduled Trading Day of such Overlap Unwind Period, commencing on the first or second of such Overlap Unwind Period as specified in the notice from Counterparty.
Other Forward Transactions. Party A acknowledges that Party B has entered into or may enter in the future into one or more substantially identical forward transactions on the Shares (each, an “Other Forward” and, collectively, the “Other Forwards”) with one or more other forward purchasers. Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Forward(s) coincides for any period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, as notified to Party A by Party B at least one Exchange Business Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Forward, every third Scheduled Trading Day if there are two Other Forwards, etc.).
Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) with any financial institution other than Dealer (an “Other Forward Transaction”), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any at-the-market forward transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement).
Other Forward Transactions. Dealer acknowledges that Counterparty has entered or may enter in the future into one or more substantially similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers (each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for any such Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).
Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period at any time that there is an “Unwind Period” (or equivalent term) under any Other Dealer’s Transaction. [Signature page to follow. Remainder of page intentionally left blank.] Yours sincerely, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, LONDON BRANCH By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Confirmed as of the date first above written: DUKE ENERGY CORPORATION By: /s/ Xxxx X. Xxxxxxxx, III Name: Xxxx X. Xxxxxxxx, III Title: Assistant Treasurer SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Schedule I-1 ANNEX A PRIVATE PLACEMENT PROCEDURES If Counterparty delivers Restricted Shares pursuant to Section 10 above (a “Private Placement Settlement”), then:
Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period at any time that there is an “Unwind Period” (or equivalent term) under any Other Dealer’s Transaction.
Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer (an “Other Forward Transaction”), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Yours sincerely, CITIBANK, N.A. By: /s/ Jxxxx Xxxxxxxxx Name: Jxxxx Xxxxxxxxx Title: Authorized Signatory [Signature Page to September 2018 Registered Forward Transaction Confirmation] Confirmed as of the date first above written: AGREE REALTY CORPORATION By: /s/ Cxxx Xxxxxx Name: Cxxx Xxxxxx Title: Chief Financial Officer and Secretary [Signature Page to September 2018 Registered Forward Transaction Confirmation]
Other Forward Transactions. Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling Period at any time there is (1) a “Forward Hedge Selling Period” (or equivalent term) relating to any Other Dealer’s Transaction, (2) any “Unwind Period” (or equivalent term) hereunder or under any Other Dealer’s Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, the Equity Distribution Agreement) (such period, a “Selling Period”) through a financial institution other than Dealer, and (y) it shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent term) under any Other Dealer’s Transaction, a “Forward Hedge Selling Period” (or equivalent term) relating to any Transaction or any Other Dealer’s Transaction, or any Selling Period.
Other Forward Transactions. Counterparty agrees that it shall not enter into, or permit to exist, any other issuer forward sale or similar transaction with any financial institution other than Dealer (an “Other Forward Transaction”) unless no Unwind Date in respect of the Transaction occurs on a corresponding date under such Other Forward Transaction. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us. [Signature Page Follows] Yours faithfully, BARCLAYS BANK PLC By: _______________________ Name: Title: Authorised Signatory Agreed and accepted by: ALLIANT ENERGY CORPORATION By: _______________________ Name: Title: ANNEX A PRIVATE PLACEMENT PROCEDURES If Counterparty delivers Unregistered Settlement Shares pursuant to Section 12 above (a “Private Placement Settlement”), then:
Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) with any financial institution other than Dealer (an “Other Forward Transaction”), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any at- the-market forward transaction or (3) any other period in which Counterparty directly or indirectly issues and sells 16
