Common use of Other Forward Clause in Contracts

Other Forward. Party A acknowledges that Party B has entered into a substantially identical forward transaction for the Shares on the date hereof (the “Other Forward”) with Xxxxx Fargo Bank, National Association Party A and Party B agree that if Party B designates a Settlement Date with respect to the Other Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward coincides for any period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of this Transaction on and the resulting Unwind Period shall include only every second Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an Unwind Period under the Other Forward), in each case as notified by Party B, commencing on the first or second Exchange Business Day of such Overlap Unwind Period, as notified by Party B. For the avoidance of doubt the operation of this “Other Forward” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to this Transaction. Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, X.X. XXXXXX SECURITIES LLC, as agent for JPMorgan Chase Bank, National Association By: /s/ Alaoui Zenere Name: Alaoui Zenere Title: Vice President Confirmed as of the date first written above: AMERICAN WATER WORKS COMPANY, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Treasurer ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: Letter Agreement (American Water Works Company, Inc.)

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Other Forward. Party A acknowledges that Party B has entered into a substantially identical forward transaction for the Shares on the date hereof (the “Other Forward”) with Xxxxx Fargo JPMorgan Chase Bank, National Association Association. Party A and Party B agree that if Party B designates a Settlement Date with respect to the Other Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such Other Forward coincides for any period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of this Transaction on and the resulting Unwind Period shall include only every second Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an Unwind Period under the Other Forward), in each case as notified by Party B, commencing on the first or second Exchange Business Day of such Overlap Unwind Period, as notified by Party B. For the avoidance of doubt the operation of this “Other Forward” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to this Transaction. Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, X.X. XXXXXX SECURITIES LLCXXXXX FARGO BANK, as agent for JPMorgan Chase BankNATIONAL ASSOCIATION, National Association By: /s/ Alaoui Zenere Xxxxxx Xxxxx Name: Alaoui Zenere Xxxxxx Xxxxx Title: Vice President Managing Director Confirmed as of the date first written above: AMERICAN WATER WORKS COMPANY, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Treasurer ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: American Water Works Company, Inc.

Other Forward. Party A acknowledges that Party B has entered into a substantially identical forward transaction for the its Shares on the date hereof (the “Other Forward”) with Xxxxx Fargo Bank, National Association an affiliate of Xxxxxx Xxxxxxx & Co. Incorporated. Party A and Party B agree that if Party B designates a Settlement Date with respect to the Other Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such the Other Forward coincides for any period of time with an the Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, Period and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of this Transaction the Unwind Daily Share Amount on and the resulting Unwind Period shall include only every second Exchange Business Day that is not a Suspension other Scheduled Trading Day during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an Unwind Period under the Other Forward), in each case as notified by Party BPeriod, commencing on the first or second Exchange Business Day day of such Overlap Unwind Period. Severability: If any term, as notified by Party B. For the avoidance of doubt the operation provision, covenant or condition of this “Other Forward” Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this Agreement; provided, however, that this severability provision shall not be deemed applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to give rise the extent that it relates to, or is used in or in connection with any such Section) shall be so held to a Disrupted Day be invalid or other adjustment to this Transactionunenforceable. Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, X.X. XXXXXX SECURITIES LLC, as agent for JPMorgan Chase Bank, National Association By: /s/ Alaoui Zenere Name: Alaoui Zenere Title: Vice President Confirmed as Organized under the laws of the date first written above: AMERICAN WATER WORKS COMPANYUnited States as a National Banking Association. Main Office 0000 Xxxxxxx Xxxxxxx, INCXxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BR000746. Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorized and Treasurer ANNEX A PRIVATE PLACEMENT PROCEDURESregulated by the Financial Services Authority Miscellaneous:

Appears in 1 contract

Samples: Letter Agreement (E Trade Financial Corp)

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Other Forward. Party A acknowledges that Party B has entered into a substantially identical forward transaction for the its Shares on the date hereof (the “Other Forward”) with an affiliate of Xxxxxxx Xxxxx Fargo Bank& Co., National Association Inc. (such affiliate, the “Other Dealer”). Party A and Party B agree that that, in order to facilitate compliance with the provisions of Rule 10b-18 under the Exchange Act, if Party B designates a Settlement Date or a Settlement Date occurs on the Maturity Date with respect to the Other Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for such the Other Forward coincides for any period of time with an the Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period, Period and Party A shall only be permitted to purchase the Unwind Daily Share Amount on every other Scheduled Trading Day during such Overlap Unwind Period, commencing on the second day of such Overlap Unwind Period. Assignment: Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any affiliate of Party A or any entity organized or sponsored by Party A without the prior written consent of Party B; provided, however, that such assignee’s obligations shall be guaranteed by Xxxxxxx Xxxxx & Co., Inc. in accordance with this Confirmation. Notwithstanding any other provision of this Confirmation to the contrary requiring or allowing Party A to purchase or receive any Shares from Party B, Party A may designate any of its affiliates to unwind its hedge purchase or receive such Shares or otherwise to perform Party A’s obligations in respect of this Transaction on and any such designee may assume such obligations, and Party A shall be discharged of its obligations to Party B to the resulting Unwind Period extent of any such performance. Guarantee of Party A Xxxxxxx Xxxxx & Co., Inc. shall include only every second Exchange Business Day that is not guarantee all obligations of Party A under this Confirmation and shall execute a Suspension Day during such Overlap Unwind Period (Guarantee in favor of Party B substantially in the case form of an Overlap Unwind Period that coincides with an Unwind Period under the Other Forward), in each case as notified by Party B, commencing on the first or second Exchange Business Day of such Overlap Unwind Period, as notified by Party B. For the avoidance of doubt the operation of this “Other Forward” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to this Transaction. Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, X.X. XXXXXX SECURITIES LLC, as agent for JPMorgan Chase Bank, National Association By: /s/ Alaoui Zenere Name: Alaoui Zenere Title: Vice President Confirmed as of the date first written above: AMERICAN WATER WORKS COMPANY, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President and Treasurer ANNEX A PRIVATE PLACEMENT PROCEDURESAnnex B hereto.

Appears in 1 contract

Samples: Southern Union Co

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