Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Forwards”) with three other forward purchasers. Party A and Party B agree that if Party B designates a Settlement Date with respect to any Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 7 contracts
Sources: Confirmation (Entergy Corp /De/), Confirmation (Entergy Corp /De/), Confirmation (Entergy Corp /De/)
Other Forwards. Party A acknowledges Counterparty agrees that Party B has entered into three it shall not (x) cause to occur, or permit to exist, any Forward Hedge Selling Period (as defined in the Sales Agreement) at any time there is (1) a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Dealer (an “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other 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) (such period, a “Selling Period”) that Counterparty enters into with any financial institution other than Dealer, or (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Sales Agreement, Counterparty may enter into one or more forward transactions for the Shares on the date hereof (the each, an “Other ForwardsATM Forward Transaction”) with three other forward purchasersanother Forward Purchaser (as defined in the Sales Agreement) (an “Other Dealer”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Relevant Settlement Date Date” (or equivalent concept) with respect to any one or more Other Forwards and ATM Forward Transactions for which “Cash Settlement Settlement” (or equivalent concept) or “Net Share Settlement Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for any such Other Forwards Forward Transaction coincides for any period of time with an Unwind Period for the a Transaction (the “Overlap Unwind Period”), Party B Counterparty shall give written notice to Party A notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Scheduled Trading Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the a Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day only on alternating Scheduled Trading Days during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Party B Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraphalternating Scheduled Trading Days, an “Overlap Observation Day”). For for the avoidance of doubt, the operation of this “would be every other Scheduled Trading Day if there is only one Other Forwards” provision shall not be deemed to give rise to a Disrupted Dealer in such Overlap Unwind Period, every third Scheduled Trading Day or other adjustment to the Transactionif there are two Other Dealers, etc.).
Appears in 5 contracts
Sources: At the Market Issuance Sales Agreement (American Homes 4 Rent), At the Market Issuance Sales Agreement (American Homes 4 Rent), Equity Distribution Agreement (Life Storage Lp)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Forwards”) with three other forward purchasers. Party A and Party B agree that if Party B designates a Settlement Date with respect to any Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the this Transaction.
Appears in 4 contracts
Sources: Confirmation (Entergy Corp /De/), Confirmation (Entergy Corp /De/), Confirmation (Entergy Corp /De/)
Other Forwards. Party A acknowledges Counterparty agrees that Party B has entered into three it shall not (x) 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 concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Dealer (an “Other Forward Transaction”) or (2) 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) (such period, a “Selling Period”) that Counterparty enters into with any financial institution other than Dealer, or (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Equity Distribution Agreement, Counterparty may enter into one or more forward transactions for the Shares on the date hereof (the each, an “Other ForwardsATM Forward Transaction”) with three other forward purchasersanother Forward Purchaser (as defined in the Equity Distribution Agreement) (an “Other Dealer”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Relevant Settlement Date Date” (or equivalent concept) with respect to any one or more Other Forwards and ATM Forward Transactions for which “Cash Settlement Settlement” (or equivalent concept) or “Net Share Settlement Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for any such Other Forwards Forward Transaction coincides for any period of time with an Unwind Period for the a Transaction (the “Overlap Unwind Period”), Party B Counterparty shall give written notice to Party A notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Scheduled Trading Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the a Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day only on alternating Scheduled Trading Days during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Party B Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraphalternating Scheduled Trading Days, an “Overlap Observation Day”). For for the avoidance of doubt, the operation of this “would be every other Scheduled Trading Day if there is only one Other Forwards” provision shall not be deemed to give rise to a Disrupted Dealer in such Overlap Unwind Period, every third Scheduled Trading Day or other adjustment to the Transactionif there are two Other Dealers, etc.).
Appears in 3 contracts
Sources: Equity Distribution Agreement (CareTrust REIT, Inc.), Equity Distribution Agreement (CareTrust REIT, Inc.), Equity Distribution Agreement (CareTrust REIT, Inc.)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchaserspurchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on March 17, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the this Transaction.
Appears in 2 contracts
Sources: Confirmation (Entergy Corp /De/), Confirmation (Entergy Corp /De/)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof with two other forward purchasers (the “Other Forward Counterparties”) and may enter into additional forward transactions with such Other Forward Counterparties as contemplated by the Underwriting Agreement in connection with the exercise by the Underwriters (as such term is defined in the Underwriting Agreement) of their option to purchase Optional Shares (as such term is defined in the Underwriting Agreement) (any such forward transactions with such other forward purchasers, the “Other Forwards”) with three other forward purchasers). Party A and Party B agree that if Party B designates a Settlement Date with respect to any Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 2 contracts
Sources: Confirmation (American Water Works Company, Inc.), Confirmation (American Water Works Company, Inc.)
Other Forwards. Party A Dealer acknowledges that Party B Counterparty has entered into three substantially identical similar forward transactions for the its Shares on May 18, 2026 and the date hereof Trade Date (collectively, the “Other Underwritten Forwards”) with JPMorgan Chase Bank, National Association (the “Other Underwritten Dealer”). Dealer further acknowledges that Counterparty has entered or may enter in the future into one or more forward transactions for its Shares (the “ATM Forwards” and together with the Other Underwritten Forwards, the “Other Forwards”) with three one or more dealers (the “ATM Dealers” and together with the Other Underwritten Dealer, the “Other Dealers”) pursuant to the Equity Distribution Agreement, dated as of February 17, 2026, among Counterparty and the other forward purchasersparties thereto. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Relevant Settlement Date Date” (or equivalent concept) with respect to any one or more Other Forwards and for which “Cash Settlement Settlement” (or equivalent concept) or “Net Share Settlement Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B Counterparty shall give written notice to Party A notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Scheduled Trading Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day only on alternating Scheduled Trading Days during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Party B Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraphalternating Scheduled Trading Days, an “Overlap Observation Day”). For for the avoidance of doubt, the operation of this “shall be every other Scheduled Trading Day if there is only one Other Forwards” provision shall not be deemed to give rise to a Disrupted Dealer in such Overlap Unwind Period, every third Scheduled Trading Day or other adjustment to the Transactionif there are two Other Dealers, etc.).
Appears in 1 contract
Sources: Confirmation (CareTrust REIT, Inc.)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof with two other forward purchasers (the “Other Forward Counterparties”) and may enter into additional forward transactions with such Other Forward Counterparties as contemplated by the Underwriting Agreement in connection with the exercise by the Underwriters (as such term is defined in the Underwriting Agreement) of their option to purchase Optional Shares (as such term is defined in the Underwriting Agreement) (any such forward transactions with such other forward purchasers, the “Other Forwards”) with three other forward purchasers). Party A and Party B agree that if Party B designates a Settlement Date with respect to any Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.. Parent Guarantee of Party A: Mizuho Bank, Ltd. (“Parent”), a banking corporation organized and existing under the laws of Japan, shall fully and unconditionally guarantee all obligations of Party A under this Confirmation and shall execute a guarantee in favor of Party B in a form previously provided to Party B and consistent with parent guarantees customarily provided in respect of Party A’s obligations no later than the fifth Exchange Business Day following the Trade Date. Such guarantee shall be a Credit Support Document with respect to Party A and Parent shall be a Credit Support Provider with respect to Party A.
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersG▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, JPMorgan Chase Bank, National Assocation and W▇▇▇▇ Fargo Bank, National Association (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on May 12, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Sources: Confirmation (Ameren Corp)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Forwards”) with three other forward purchasers. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and Bank of America, N.A. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Party B shall give written notice to notify Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the this Transaction on, on and the resulting Unwind Period shall include only, 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” Period under one of the Other Forwards), every ) or third 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 “Unwind Periods” Periods under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three both of the Other Forwards), in each case, case as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). B. For the avoidance of doubt, doubt the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the this Transaction.
Appears in 1 contract
Sources: Confirmation (Nextera Energy Inc)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersG▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, Barclays Bank PLC and W▇▇▇▇ Fargo Bank, National Association (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on May 12, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction. If Party B interacts with any employee of J.▇. ▇▇▇▇▇▇ Securities LLC with respect to the Transaction, Party B is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.▇. ▇▇▇▇▇▇ Securities LLC) in connection with the Transaction.
Appears in 1 contract
Sources: Confirmation (Ameren Corp)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersJPMorgan Chase Bank, National Association, Barclays Bank PLC and Wells Fargo Bank, National Association (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Other Forwards. Party A acknowledges that Party B has entered into three a substantially identical forward transactions transaction for the Shares on the date hereof (the “Other ForwardsAdditional Forward”) with three other forward purchasersan affiliate of Barclays Capital Inc. (the “Other Forward Counterparty”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any the Other Forwards Additional Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such the Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to notify Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Exchange Business Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of and, subject to the Other Forwards)immediately succeeding paragraph, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, on every second other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in Period, commencing on the case first day of an such Overlap Unwind Period. Party A additionally acknowledges that Party B has entered into a substantially identical forward transaction with respect to 12,865,497 Shares pursuant to a confirmation dated as of June 6, 2013 (the “Other Base Confirmation”) with the Other Forward Counterparty. Party A and Party B agree that if Party B designates a Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period that coincides under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period” under one ”), then Party B shall notify Party A prior to the commencement of such Other Matching Unwind Period of the first Exchange Business Day and the length of such Other Forwards)Matching Unwind Period and (x) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every third other 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 “Unwind Periods” under two of the Other Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Overlap Matching Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party BPeriod, commencing on the first, second, third or fourth Exchange Business Day first day of such Overlap Other Matching Unwind PeriodPeriod and (y) in all other cases (including, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For for the avoidance of doubt, if the operation Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, the Unwind Period under this “Other Forwards” provision Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be deemed to give rise to a Disrupted suspended) until the Exchange Business Day or other adjustment to immediately following the Transactiondate the Other Matching Unwind Period ends. Party B shall promptly notify Party A of the end of any Other Matching Unwind Period.
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other ▇▇▇▇▇ Fargo Bank, National Association and JPMorgan Chase Bank, National Association (the “Other Forward Counterparties”). Party A additionally acknowledges that Party B has entered into two substantially identical forward purchaserstransactions for the Shares with a trade date of August 5, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.. Parent Guarantee of Party A: Mizuho Bank, Ltd. (“Parent”), a banking corporation organized and existing under the laws of Japan, shall fully and unconditionally guarantee all obligations of Party A under this Confirmation and shall execute a guarantee in favor of Party B in a form previously provided to Party B and consistent with parent guarantees customarily provided in respect of Party A’s obligations no later than the fifth Exchange Business Day following the Trade Date. Such guarantee shall be a Credit Support Document with respect to Party A and Parent shall be a Credit Support Provider with respect to Party A.
Appears in 1 contract
Other Forwards. Party A Dealer acknowledges that Party B Counterparty has entered into three substantially identical similar forward transactions for the its Shares on May 18, 2026 and the date hereof Trade Date (collectively, the “Other Underwritten Forwards”) with ▇▇▇▇▇ Fargo Bank, National Association (the “Other Underwritten Dealer”). Dealer further acknowledges that Counterparty has entered or may enter in the future into one or more forward transactions for its Shares (the “ATM Forwards” and together with the Other Underwritten Forwards, the “Other Forwards”) with three one or more dealers (the “ATM Dealers” and together with the Other Underwritten Dealer, the “Other Dealers”) pursuant to the Equity Distribution Agreement, dated as of February 17, 2026, among Counterparty and the other forward purchasersparties thereto. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Relevant Settlement Date Date” (or equivalent concept) with respect to any one or more Other Forwards and for which “Cash Settlement Settlement” (or equivalent concept) or “Net Share Settlement Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B Counterparty shall give written notice to Party A notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Scheduled Trading Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day only on alternating Scheduled Trading Days during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Party B Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraphalternating Scheduled Trading Days, an “Overlap Observation Day”). For for the avoidance of doubt, the operation of this “shall be every other Scheduled Trading Day if there is only one Other Forwards” provision shall not be deemed to give rise to a Disrupted Dealer in such Overlap Unwind Period, every third Scheduled Trading Day or other adjustment to the Transactionif there are two Other Dealers, etc.).
Appears in 1 contract
Sources: Confirmation (CareTrust REIT, Inc.)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Forwards”) with three other forward purchasers▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Sachs & Co. LLC. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two one or three both of the Other Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Forwards), ) or every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three both of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the this Transaction.
Appears in 1 contract
Sources: Confirmation (Entergy Corp /De/)
Other Forwards. Party A acknowledges that Party B has entered into three a substantially identical forward transactions transaction for the Shares on the date hereof (the “Other ForwardsAdditional Forward”) with three other forward purchasersan affiliate of [▇▇▇▇▇ Fargo Securities, LLC]10[▇.▇. ▇▇▇▇▇▇ Securities LLC]11 (the “Other Forward Counterparty”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any the Other Forwards Additional Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such the Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to notify Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Exchange Business Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of and, subject to the Other Forwards)immediately succeeding paragraph, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, on every second other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in Period, commencing on the case [first]12[second]13 day of an such Overlap Unwind Period. Party A additionally acknowledges that Party B has entered into a substantially identical forward transaction with respect to 4,000,000 Shares pursuant to a confirmation dated as of September 24, 2013 (the “Other Base Confirmation”) with the Other Forward Counterparty. Party A and Party B agree that if Party B designates a Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period that coincides under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period” under one ”), then Party B shall notify Party A prior to the commencement of such Other Matching Unwind Period of the first Exchange Business Day and the length 10 Insert for JPMorgan. 11 Insert for ▇▇▇▇▇ Fargo. 12 Insert for JPMorgan. 13 Insert for ▇▇▇▇▇ Fargo. of such Other Forwards)Matching Unwind Period and (x) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every third other 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 “Unwind Periods” under two of the Other Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Overlap Matching Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party BPeriod, commencing on the first, second, third or fourth Exchange Business Day [first]14[second]15 day of such Overlap Other Matching Unwind PeriodPeriod and (y) in all other cases (including, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For for the avoidance of doubt, if the operation Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, the Unwind Period under this “Other Forwards” provision Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be deemed to give rise to a Disrupted suspended) until the Exchange Business Day or other adjustment to immediately following the Transactiondate the Other Matching Unwind Period ends. Party B shall promptly notify Party A of the end of any Other Matching Unwind Period.
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersJPMorgan Chase Bank, National Association, Barclays Bank PLC and W▇▇▇▇ Fargo Bank, National Association (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on May 12, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Sources: Confirmation (Ameren Corp)
Other Forwards. Party A acknowledges that Party B has entered into three a substantially identical forward transactions transaction for the Shares on the date hereof (the “Other ForwardsAdditional Forward”) with three other forward purchasersan affiliate of ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Other Forward Counterparty”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any the Other Forwards Additional Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such the Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to notify Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Exchange Business Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of and, subject to the Other Forwards)immediately succeeding paragraph, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, on every second other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in Period, commencing on the case second day of an such Overlap Unwind Period. Party A additionally acknowledges that Party B has entered into a substantially identical forward transaction with respect to 4,000,000 Shares pursuant to a confirmation dated as of September 24, 2013 (the “Other Base Confirmation”) with the Other Forward Counterparty. Party A and Party B agree that if Party B designates a Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period that coincides under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period” under one ”), then Party B shall notify Party A prior to the commencement of such Other Matching Unwind Period of the first Exchange Business Day and the length of such Other Forwards)Matching Unwind Period and (x) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every third other 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 “Unwind Periods” under two of the Other Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Overlap Matching Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party BPeriod, commencing on the first, second, third or fourth Exchange Business Day second day of such Overlap Other Matching Unwind PeriodPeriod and (y) in all other cases (including, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For for the avoidance of doubt, if the operation Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, the Unwind Period under this “Other Forwards” provision Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be deemed to give rise to a Disrupted suspended) until the Exchange Business Day or other adjustment to immediately following the Transactiondate the Other Matching Unwind Period ends. Party B shall promptly notify Party A of the end of any Other Matching Unwind Period.
Appears in 1 contract
Sources: Confirmation of Additional Forward Stock Sale Transaction (Westar Energy Inc /Ks)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other ▇▇▇▇▇ Fargo Bank, National Association and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC, acting as agent) (the “Other Forward Counterparties”). Party A additionally acknowledges that Party B has entered into two substantially identical forward purchaserstransactions for the Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction. Communications with Employees of ▇.▇. ▇▇▇▇▇▇ Securities LLC: If Party B interacts with any employee of ▇.▇. ▇▇▇▇▇▇ Securities LLC with respect to the Transaction, Party B is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of ▇.▇. ▇▇▇▇▇▇ Securities LLC) in connection with the Transaction.
Appears in 1 contract
Sources: Underwriting Agreement (American Water Works Company, Inc.)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchaserspurchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on March 17, 2025 the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the this Transaction.
Appears in 1 contract
Sources: Confirmation (Entergy Corp /De/)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other Mizuho Markets Americas LLC (with Mizuho Securities USA LLC, acting as agent) and JPMorgan Chase Bank, National Association (the “Other Forward Counterparties”). Party A additionally acknowledges that Party B has entered into two substantially identical forward purchaserstransactions for the Shares with a trade date of August 5, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasers▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Sachs & Co. LLC (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two one or three both of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), ) or every third 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 “Unwind Periods” under two both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into two substantially identical forward transactions for the Shares on June 6, 2018 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one or both of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards) or every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under both of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second or third Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the this Transaction.
Appears in 1 contract
Sources: Confirmation (Entergy Corp /De/)
Other Forwards. Party A acknowledges that Party B has entered into three a substantially identical forward transactions transaction for the Shares on the date hereof (the “Other ForwardsAdditional Forward”) with three other forward purchasersan affiliate of ▇▇▇▇▇ Fargo Securities, LLC (the “Other Forward Counterparty”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any the Other Forwards Additional Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such the Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to notify Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Exchange Business Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of and, subject to the Other Forwards)immediately succeeding paragraph, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, on every second other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in Period, commencing on the case first day of an such Overlap Unwind Period. Party A additionally acknowledges that Party B has entered into a substantially identical forward transaction with respect to 4,000,000 Shares pursuant to a confirmation dated as of September 24, 2013 (the “Other Base Confirmation”) with the Other Forward Counterparty. Party A and Party B agree that if Party B designates a Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period that coincides under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period” under one ”), then Party B shall notify Party A prior to the commencement of such Other Matching Unwind Period of the first Exchange Business Day and the length of such Other Forwards)Matching Unwind Period and (x) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every third other 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 “Unwind Periods” under two of the Other Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Overlap Matching Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party BPeriod, commencing on the first, second, third or fourth Exchange Business Day first day of such Overlap Other Matching Unwind PeriodPeriod and (y) in all other cases (including, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For for the avoidance of doubt, if the operation Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, the Unwind Period under this “Other Forwards” provision Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be deemed to give rise to a Disrupted suspended) until the Exchange Business Day or other adjustment to immediately following the Transactiondate the Other Matching Unwind Period ends. Party B shall promptly notify Party A of the end of any Other Matching Unwind Period.
Appears in 1 contract
Sources: Confirmation of Additional Forward Stock Sale Transaction (Westar Energy Inc /Ks)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other ▇▇▇▇▇ Fargo Bank, National Association and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC, acting as agent) (the “Other Forward Counterparties”). Party A additionally acknowledges that Party B has entered into two substantially identical forward purchaserstransactions for the Shares with a trade date of August 5, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Forwards”) with three other forward purchasers. Party A and Party B agree that if Party B designates a Settlement Date with respect to any Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction. If Party B interacts with any employee of J.▇. ▇▇▇▇▇▇ Securities LLC with respect to the Transaction, Party B is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.▇. ▇▇▇▇▇▇ Securities LLC) in connection with the Transaction.
Appears in 1 contract
Sources: Confirmation (Ameren Corp)
Other Forwards. Party A Dealer acknowledges that Party B Counterparty has entered into three a substantially identical forward transactions transaction for the Shares on the date hereof (the “Other ForwardsAdditional Forward”) with three other forward purchasers[Credit Suisse Capital LLC][▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC] (the “Other Forward Counterparty”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a Relevant Settlement Date with respect to any the Other Forwards Additional Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such the Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B Counterparty shall give written notice to Party A notify Dealer prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Exchange Business Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, on every second other 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 one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth [first]10 [second]11 Exchange Business Day of such Overlap Unwind Period. Dealer additionally acknowledges that Counterparty has entered into a substantially identical forward transaction with respect to 10,000,000 Shares pursuant to a confirmation dated as of March 27, as notified by Party B 2018 (each the “Other Base Confirmation”) with the Other Forward Counterparty. Dealer and Counterparty agree that if Counterparty designates a Relevant Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period”), then Counterparty shall notify Dealer prior to the commencement of such Other Matching Unwind Period of the first Exchange Business Day on which Party A and the length of such Other Matching Unwind Period and (x) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Dealer shall only be permitted 10 Insert for GS. 11 Insert for CS. to purchase Shares to unwind its hedge in accordance with this paragraphrespect of the Transaction on every other Exchange Business Day during the Other Matching Unwind Period, an “Overlap Observation Day”). For commencing on the [first]12 [second]13 Exchange Business Day of such Other Matching Unwind Period and (y) in all other cases (including, for the avoidance of doubt, if the operation Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, the Unwind Period under this “Other Forwards” provision Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be deemed to give rise to a Disrupted suspended) until the Exchange Business Day or other adjustment to immediately following the Transactiondate the Other Matching Unwind Period ends. Counterparty shall promptly notify Dealer of the end of any Other Matching Unwind Period.
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other Mizuho Markets Americas LLC (with Mizuho Securities USA LLC, acting as agent) and JPMorgan Chase Bank, National Association (the “Other Forward Counterparties”). Party A additionally acknowledges that Party B has entered into two substantially identical forward purchaserstransactions for the Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Sources: Underwriting Agreement (American Water Works Company, Inc.)
Other Forwards. Party A acknowledges that Party B has entered into three a substantially identical forward transactions transaction for the Shares on the date hereof (the “Other ForwardsAdditional Forward”) with three other forward purchasersan affiliate of ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “Other Forward Counterparty”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any the Other Forwards Additional Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such the Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to notify Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Exchange Business Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of and, subject to the Other Forwards)immediately succeeding paragraph, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, on every second other Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period (in Period, commencing on the case second day of an such Overlap Unwind Period. Party A additionally acknowledges that Party B has entered into a substantially identical forward transaction with respect to 12,865,497 Shares pursuant to a confirmation dated as of June 6, 2013 (the “Other Base Confirmation”) with the Other Forward Counterparty. Party A and Party B agree that if Party B designates a Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period that coincides under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period” under one ”), then Party B shall notify Party A prior to the commencement of such Other Matching Unwind Period of the first Exchange Business Day and the length of such Other Forwards)Matching Unwind Period and (x) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every third other 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 “Unwind Periods” under two of the Other Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Overlap Matching Unwind Period (in the case of an Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party BPeriod, commencing on the first, second, third or fourth Exchange Business Day second day of such Overlap Other Matching Unwind PeriodPeriod and (y) in all other cases (including, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For for the avoidance of doubt, if the operation Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, the Unwind Period under this “Other Forwards” provision Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be deemed to give rise to a Disrupted suspended) until the Exchange Business Day or other adjustment to immediately following the Transactiondate the Other Matching Unwind Period ends. Party B shall promptly notify Party A of the end of any Other Matching Unwind Period.
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersGoldman Sachs & Co. LLC, Barclays Bank PLC and Wells Fargo Bank, National Association (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction. If Party B interacts with any employee of J.P. Morgan Securities LLC with respect to the Transaction, Party B is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.P. Morgan Securities LLC) in connection with the Transaction.
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersG▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, JPMorgan Chase Bank, National Association and Barclays Bank PLC (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on May 12, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Sources: Confirmation (Ameren Corp)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersGoldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association and Barclays Bank PLC (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchaserspurchasers (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on March 17, 2025 (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to this Transaction. Parent Guarantee of Party A: Mizuho Bank, Ltd. (“Parent”), a banking corporation organized and existing under the Transaction.laws of Japan, shall fully and unconditionally guarantee all obligations of Party A under this Confirmation and shall execute a guarantee in favor of Party B in a form previously provided to Party B and consistent with parent guarantees customarily provided in respect of Party A’s obligations no later than the fifth Exchange Business Day following the Trade Date. Such guarantee shall be a Credit Support Document with respect to Party A and Parent shall be a Credit Support Provider with respect to Party A.
Appears in 1 contract
Sources: Confirmation (Entergy Corp /De/)
Other Forwards. Party A Dealer acknowledges that Party B Counterparty has entered into three a substantially identical forward transactions transaction for the Shares on the date hereof (the “Other ForwardsAdditional Forward”) and a substantially identical forward on December 13, 2018 (the “Other Base Forward” and together with the Other Additional Forward, the “Other Forward”) with three other forward purchasers[▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC]15 [Bank of America, N.A.]16. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a Relevant Settlement Date with respect to any an Other Forwards Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” Period for any such an Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction or the “Transaction” under the Base Confirmation (the “Overlap Unwind Period”), Party B Counterparty shall give written notice to Party A notify Dealer prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Exchange Business Day and length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and or the resulting Unwind Period shall include only, “Transaction” under the Base Confirmation on every second other 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 one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth first Exchange Business Day of such Overlap Unwind Period. 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 notified by Party B evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy [to Equity Derivatives Documentation Department, Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇/83]17 [via email to the individuals listed in the notice provisions herein].18 15 Insert for BANA. 16 Insert for GS. 17 Insert for GS. 18 Insert for BANA. Yours faithfully, By: Name: Title: Agreed and accepted by: By: Name: Title: If Counterparty delivers Unregistered Settlement Shares pursuant to Section 12 above (each such Exchange Business Day on which Party A a “Private Placement Settlement”), then:
(a) all Unregistered Settlement Shares shall be permitted delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof;
(b) as of or prior to the date of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);
(c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all fees and expenses in connection with such resale, including all fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and
(d) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), Counterparty shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably satisfactory to Dealer In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Unregistered Settlement Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Unregistered Settlement Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Unregistered Settlement Shares. If Counterparty delivers any Unregistered Settlement Shares in respect of the Transaction, Counterparty agrees that (i) such Shares may be transferred by and among Dealer and its affiliates and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act in accordance with this paragraphsuch transfer agent’s reasonable requirements, an “Overlap Observation Day”each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer). USD USD USD USD For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.any calendar quarter ending after [ ]: USD
Appears in 1 contract
Other Forwards. Party A acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other forward purchasersGoldman Sachs & Co. LLC, JPMorgan Chase Bank, National Assocation and Wells Fargo Bank, National Association (the “Other Forward Counterparties”). Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Additional Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Additional Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Additional Forwards), and and, subject to the immediately following paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one of the Other Additional Forwards), every third 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 “Unwind Periods” under two of the Other Additional Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Additional Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B. Party A additionally acknowledges that Party B has entered into three substantially identical forward transactions for the Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Base Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Base Forward coincides for any period of time with an Unwind Period for the Transaction (the “Other Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Other Overlap Unwind Period (which written notice shall indicate whether the relevant Other Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Base Forwards), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Base Forwards), every third Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under two of the Other Base Forwards) or every fourth Exchange Business Day that is not a Suspension Day during such Other Overlap Unwind Period (in the case of an Other Overlap Unwind Period that coincides with “Unwind Periods” under all three of the Other Base Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business Day of such Other Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph and the immediately preceding paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Other Forwards. Party A acknowledges Counterparty agrees that Party B has (x) it shall not cause to occur, or permit to exist, any Initial Hedge Period at any time there is (1) an “Initial Hedge Period” (or equivalent term) relating to any other transaction under a confirmation entered into three substantially identical forward transactions for the Shares on the date hereof by Counterparty and another dealer (the an “Other ForwardsDealer”) pursuant to the Equity Distribution Agreement (each, an “Other Dealer’s Transaction”) or (2) any “Unwind Period” (or equivalent term) hereunder or under any Other Dealer’s Transaction, and (y) it shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Initial Hedge Period” (or equivalent term) relating to any transaction with three other forward purchasersDealer or any Other Dealer’s Transaction. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Relevant Settlement Date Date” (or equivalent concept) with respect to any one or more Other Forwards and Dealer’s Transaction for which “Cash Settlement Settlement” (or equivalent concept) or “Net Share Settlement Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for any such Other Forwards Dealer’s Transaction coincides for any period of time with an Unwind Period for the a Transaction (the “Overlap Unwind Period”), Party B Counterparty shall give written notice to Party A notify Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether of the relevant first Scheduled Trading Day and the length of such Overlap Unwind Period coincides with an “Unwind Period” under one, two or three of the Other Forwards), and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the this Transaction on, and the resulting Unwind Period shall include only, every second Exchange Business Day that is not a Suspension Day only on alternating Scheduled Trading Days during such Overlap Unwind Period (in the case of an Overlap Unwind Period that coincides with an “Unwind Period” under one of the Other Forwards), every third 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 “Unwind Periods” under two of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other Forwards), in each case, as notified by Party B, commencing on the first, second, third or fourth Exchange Business later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Party B Counterparty at least one (each 1) Scheduled Trading Day prior to such Exchange Business Day on Overlap Unwind Period (which Party A shall be permitted to purchase Shares in accordance with this paragraphalternating Scheduled Trading Days, an “Overlap Observation Day”). For for the avoidance of doubt, the operation of this “would be every other Scheduled Trading Day if there is only one Other Forwards” provision shall not be deemed to give rise to a Disrupted Dealer in such Overlap Unwind Period, every third Scheduled Trading Day or other adjustment to the Transactionif there are two Other Dealers, etc.).
Appears in 1 contract
Sources: Confirmation of Issuer Forward Transaction (Consolidated Edison Inc)
Other Forwards. Party A acknowledges that Party B has entered into three two substantially identical forward transactions for the Shares on the date hereof (the “Other Additional Forwards”) with three other ▇▇▇▇▇ Fargo Bank, National Association and JPMorgan Chase Bank, National Association (the “Other Forward Counterparties”). Party A additionally acknowledges that Party B has entered into two substantially identical forward purchaserstransactions for the Shares on [Insert Date of Other Base Confirmations] (the “Other Base Forwards” and, together with the Other Additional Forwards, the “Other Forwards”) with each of the Other Forward Counterparties. Party A and Party B agree that if Party B designates a Settlement Date with respect to any of the Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting “Unwind Period” for any such Other Forwards Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Party B shall give written notice to Party A prior to the commencement of such Overlap Unwind Period (which written notice shall indicate whether the relevant Overlap Unwind Period coincides with an “Unwind Period” under one, two Other Forwards with one or three both of the Other ForwardsForward Counterparties), and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the 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 one or more Other Forwards with one (but only one) of the Other ForwardsForward Counterparties), or every third 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 “Unwind Periods” under two or more Other Forwards with both of the Other Forwards) or every fourth 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 “Unwind Periods” under all three of the Other ForwardsForward Counterparties), in each case, as notified by Party B, commencing on the first, second, second or third or fourth Exchange Business Day of such Overlap Unwind Period, as notified by Party B (each such Exchange Business Day on which Party A shall be permitted to purchase Shares in accordance with this paragraph, an “Overlap Observation Day”). For the avoidance of doubt, the operation of this “Other Forwards” provision shall not be deemed to give rise to a Disrupted Day or other adjustment to the Transaction.. Parent Guarantee of Party A: Mizuho Bank, Ltd. (“Parent”), a banking corporation organized and existing under the laws of Japan, shall fully and unconditionally guarantee all obligations of Party A under this Confirmation and shall execute a guarantee in favor of Party B in a form previously provided to Party B and consistent with parent guarantees customarily provided in respect of Party A’s obligations no later than the fifth Exchange Business Day following the Trade Date. Such guarantee shall be a Credit Support Document with respect to Party A and Parent shall be a Credit Support Provider with respect to Party A.
Appears in 1 contract
Sources: Underwriting Agreement (American Water Works Company, Inc.)