Common use of Other Forwards / Dealers Clause in Contracts

Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A 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 Party A by Party B 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.). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director Confirmed as of the date first written above: AMERICOLD REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Forward Price Reduction Amount Trade Date USD 0.0000 12/30/2020 USD 0.2100 03/30/2021 USD 0.2100 06/29/2021 USD 0.2100 09/29/2021 USD 0.2100 12/30/2021 USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 2 contracts

Samples: Letter Agreement (Americold Realty Trust), Letter Agreement (Americold Realty Trust)

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Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A 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 Party A by Party B 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.). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC CITIBANK, N.A. By: /s/ Xxxx Xxxx Xxxxx Xxxxxxxxx Name: Xxxx Xxxx Xxxxx Xxxxxxxxx Title: Managing Director Authorized Signatory Confirmed as of the date first written above: AMERICOLD REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Forward Price Reduction Amount Trade Date USD 0.0000 12/30/2020 USD 0.2100 03/30/2021 USD 0.2100 06/29/2021 USD 0.2100 09/29/2021 USD 0.2100 12/30/2021 USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 2 contracts

Samples: Letter Agreement (Americold Realty Trust), Letter Agreement (Americold Realty Trust)

Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A 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 Party A by Party B 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.). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC BANK OF AMERICA, N.A. By: /s/ Xxxx Xxxx Xxxxxxxxxx Name: Xxxx Xxxx Xxxxxxxxxx Title: Managing Director Confirmed as of the date first written above: AMERICOLD REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Forward Price Reduction Amount Trade Date USD 0.0000 12/30/2020 USD 0.2100 03/30/2021 USD 0.2100 06/29/2021 USD 0.2100 09/29/2021 USD 0.2100 12/30/2021 USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 2 contracts

Samples: Letter Agreement (Americold Realty Trust), Letter Agreement (Americold Realty Trust)

Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of the this 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 Party A by Party B 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.). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC [DEALER NAME] By: /s/ Xxxx Xxxx :___________________ Name: Xxxx Xxxx Title: Managing Director Confirmed as of the date first written above: AMERICOLD ACADIA REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx ___________________ Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Date12 Forward Price Reduction Amount Amount13 Trade Date USD 0.0000 12/30/2020 0.000 [*] USD 0.2100 03/30/2021 [*] [*] USD 0.2100 06/29/2021 [*] [*] USD 0.2100 09/29/2021 [*] [*] USD 0.2100 12/30/2021 [*] [*] USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 [*] 12 Insert Forward Price Reduction Dates specified by Party B in instruction under the Sales Agreement. 13 Insert Forward Price Reduction Amounts specified by Party B in instruction under the Sales Agreement. ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: Terms Agreement (Acadia Realty Trust)

Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its commercially reasonable 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 Party A by Party B 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.). 9 To include in confirm for Jefferies.. Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC [DEALER NAME] By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director Confirmed as of the date first written above: AMERICOLD REALTY TRUST ARMADA HXXXXXX PROPERTIES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Date10 Forward Price Reduction Amount Amount11 Trade Date USD 0.0000 12/30/2020 0.000 [•] USD 0.2100 03/30/2021 [•] [•] USD 0.2100 06/29/2021 [•] [•] USD 0.2100 09/29/2021 [•] [•] USD 0.2100 12/30/2021 [•] [•] USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 [•] 10 Insert Forward Price Reduction Dates specified by Party B in the Forward Instruction Notice. 11 Insert Forward Price Reduction Amounts specified by Party B in the Forward Instruction Notice. ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: Armada Hoffler Properties, Inc.

Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of the this 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 Party A by Party B 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.). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC [DEALER NAME] By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director Confirmed as of the date first written above: AMERICOLD ACADIA REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Date13 Forward Price Reduction Amount Amount14 Trade Date USD 0.0000 12/30/2020 0.000 [*] USD 0.2100 03/30/2021 [*] [*] USD 0.2100 06/29/2021 [*] [*] USD 0.2100 09/29/2021 [*] [*] USD 0.2100 12/30/2021 [*] [*] USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 [*] 13 Insert Forward Price Reduction Dates specified by Party B in instruction under the Sales Agreement. 14 Insert Forward Price Reduction Amounts specified by Party B in instruction under the Sales Agreement ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: Acadia Realty Trust (Acadia Realty Trust)

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Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the 11 Include preferred version of U.S. Stay Regulations for Party A resulting “Unwind Period” for such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of the this 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 Party A by Party B 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.). [Role of Agent] [Insert Party A agency or communications with employees provisions, if any.] [Party A Boilerplate] [Insert Party A regulatory boilerplate provisions, if any.] [Remainder of page intentionally left blank] Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC [DEALER NAME] By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director Confirmed as of the date first written above: AMERICOLD REALTY TRUST INVITATION HOMES INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Date12 Forward Price Reduction Amount Amount13 Trade Date USD 0.0000 12/30/2020 0.000 [•] USD 0.2100 03/30/2021 [ •] [•] USD 0.2100 06/29/2021 [ •] [•] USD 0.2100 09/29/2021 [ •] [•] USD 0.2100 12/30/2021 [ •] [•] USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 [ •] 12 Insert Forward Price Reduction Dates specified by Party B in the Transaction Proposal. 13 Insert Forward Price Reduction Amounts specified by Party B in the Transaction Proposal. ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: Distribution Agreement (Invitation Homes Inc.)

Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of the this 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 Party A by Party B 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.). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC [DEALER NAME] By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director EXHIBIT B-30 Confirmed as of the date first written above: AMERICOLD REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Date9 Forward Price Reduction Amount Amount10 Trade Date USD 0.0000 12/30/2020 0.000 [•] USD 0.2100 03/30/2021 [•] [•] USD 0.2100 06/29/2021 [•] [•] USD 0.2100 09/29/2021 [•] [•] USD 0.2100 12/30/2021 [•] [•] USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 ANNEX A PRIVATE PLACEMENT PROCEDURES[•]

Appears in 1 contract

Samples: Equity Offering Sales Agreement (Americold Realty Trust)

Other Forwards / Dealers. Party A acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B 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 such Other Forwards coincides for any period of time with an Unwind Period for the 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 length of such Overlap Unwind Period, and Party A 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 Party A by Party B 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.). Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, XXXXXXX SACHS & CO. LLC [DEALER NAME] By: /s/ Xxxx Xxxx :_____________________________ Name: Xxxx Xxxx Title: Managing Director Confirmed as of the date first written above: AMERICOLD REALTY TRUST By: /s/ Xxxx X. Xxxxxxxx :________________________________ Name: Xxxx X. Xxxxxxxx Title: Chief Financial Officer and Executive Vice President SCHEDULE I FORWARD PRICE REDUCTION DATES AND AMOUNTS Forward Price Reduction Date Date9 Forward Price Reduction Amount Amount10 Trade Date USD 0.0000 12/30/2020 0.000 [•] USD 0.2100 03/30/2021 [•] [•] USD 0.2100 06/29/2021 [•] [•] USD 0.2100 09/29/2021 [•] [•] USD 0.2100 12/30/2021 [•] [•] USD 0.2100 03/30/2022 USD 0.2100 06/29/2022 USD 0.2100 [•] _________________ 9 Insert Forward Price Reduction Dates specified by Party B in the Forward Instruction Notice. 10 Insert Forward Price Reduction Amounts specified by Party B in the Forward Instruction Notice. ANNEX A PRIVATE PLACEMENT PROCEDURES

Appears in 1 contract

Samples: Terms Agreement (Americold Realty Operating Partnership, L.P.)

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