Forward Agreements definition

Forward Agreements shall refer to the letter agreements, which relate to the forward sale by the Company of a number of shares of Common Stock equal to the number of shares of Common Stock to be borrowed and sold by the Forward Sellers pursuant to this Agreement (the “Borrowed Shares”), dated the date hereof and entered into by and between the following: (a) the Company and [Underwriter(s)]. [Underwriter(s)] are hereafter referred to as the “Forward Counterparties.”] Of the Firm Shares, __________ shares (plus any additional shares of Common Stock issued and sold by the Company pursuant to Section 12(a) hereof), will be issued and sold to the Underwriters by the Company (the “Company Firm Shares”) [and _________ shares (subject to reduction for any shares issued and sold by the Company pursuant to Section 12(a) hereof) will be sold to the Underwriters by the Forward Sellers (the “Forward Seller Firm Shares”)]. [Underwriter(s)] have agreed to act as representatives of each of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. The Company has filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $_____________ of securities (File No. __________), which registration statement became effective on __________, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of _________, 200_, to the final prospectus dated as of ___________, relating to the Shares and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Shares set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it was filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the “Basic Prospectus”; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursua...

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Forward Agreements means, with respect to each Shareholder, the Forward Agreement, dated as of December 15, 2017, between such Shareholder and the Trust.

Forward Agreements means, collectively, the Namoya Forward I Agreement, the Namoya Forward II Agreement, the Twangiza Forward I Agreement and the Twangiza Forward II Agreement;

Examples of Forward Agreements in a sentence

• Each of the Forward Agreements has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

• The Shares and the shares of Common Stock to be issued and sold pursuant to the Forward Agreements shall have been approved for inclusion on The NASDAQ Global Select Market, subject only to official notice of issuance.

• The Shares and the shares of Common Stock to be issued and sold pursuant to the Forward Agreements shall have been approved for inclusion on the Nasdaq National Market, subject only to official notice of issuance.

• The Company has the corporate power and authority to enter into the Forward Agreements and to issue, sell and deliver to the Forward Counterparties the Shares to be issued and sold thereunder.

• Furthermore, the Forward Agreements conform in all material respects to the descriptions thereof in the Prospectus.

• The authorized, issued and outstanding Common Stock of the Company is as set forth in the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to the Forward Agreements or employee benefit plans described in the Prospectus or upon exercise of outstanding options described in the Prospectus).

• The authorized, issued and outstanding Common Stock of the Company are as set forth in the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to the Forward Agreements or employee benefit plans described in the most recent Preliminary Prospectus and the Prospectus or upon exercise of outstanding options described in the Prospectus).

• The authorized, issued and outstanding Common Stock of the Company are as set forth in the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to the Forward Agreements or employee benefit plans described in the most recent Preliminary Prospectus and the Prospectus or upon exercise of outstanding options described in the Prospectus).

• Furthermore, the information in the Prospectus concerning the Forward Agreements under the captions “Recent Developments,” “Use of Proceeds” and “Underwriting,” to the extent that it constitutes, matters of law or legal conclusions, has been reviewed by us and is a fair summary of such matters and conclusions.

• The Forward Agreements conform in all material respects to the descriptions thereof in the Preliminary Prospectus.

More Definitions of Forward Agreements

Forward Agreements shall refer to the following letter agreements, which relate to the forward sale by the Company of a number of shares of Common Stock of the Company equal to the number of shares of Common Stock to be borrowed and sold by the Forward Sellers pursuant to this Agreement (the “Borrowed Shares”) dated the date hereof and entered into by and between the following: (a) the Company and JPMorgan Chase Bank, National Association (the “JPMCB Forward Agreement”) and (b) the Company and UBS AG, London Branch (the “UBS Forward Agreement”). ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, National Association and UBS AG, London Branch are hereafter referred to as the “Forward Counterparties”. Of the Firm Shares, 2,000,000 shares (plus any additional shares issued and sold by the Company pursuant to Section 12(a) hereof), will be issued and sold to the Underwriters by the Company (the “Company Firm Shares”) and 5,500,000 shares (subject to reduction for any shares issued and sold by the Company pursuant to Section 12(a) hereof) will be sold to the Underwriters by the Forward Sellers (the “Forward Seller Firm Shares”).

Forward Agreements means the letter agreements dated the date hereof between the Company and each of JPMorgan Chase Bank, National Association, London Branch and ▇▇▇▇▇ Fargo Bank, National Association (each a “Forward Purchaser”, and collectively, the “Forward Purchasers”) relating to the forward sale by the Company, subject to the Company’s right to elect cash settlement or net share settlement of such agreement, of a number of shares of Common Stock equal to the number of Borrowed Underwritten Shares sold by the Forward Sellers pursuant to this Agreement.

Forward Agreements means each of (a) the letter agreement dated the date hereof between the Company and JPMorgan Chase Bank, National Association, London Branch (the “JPM Forward Counterparty”) relating to the forward sale by the Company, subject to the Company’s right to elect cash settlement of such agreement, of a number of shares of Common Stock equal to the number of Shares to be borrowed and sold by the JPM Forward Seller pursuant to this Agreement and (b) the letter agreement dated the date hereof between the Company and Wachovia Bank, National Association (the “WB Forward Counterparty”, and collectively with JPM Forward Counterparty, the “Forward Counterparties”) relating to the forward sale by the Company, subject to the Company’s right to elect cash settlement of such agreement, of a number of shares of Common Stock equal to the number of Shares to be borrowed and sold by the WB Forward Seller pursuant to this Agreement. References throughout this Agreement to “subsidiaries” shall include the Partnership. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

Forward Agreements means each of the letter agreements dated the date hereof between the Company and each of ▇▇▇▇▇ Fargo Bank, National Association, JPMorgan Chase Bank, National Association and Mizuho Markets Americas LLC (each a “Forward Purchaser”, and collectively, the “Forward Purchasers”) relating to the forward sale by the Company to each Forward Purchaser, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Forward Agreement), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the Forward Sellers pursuant to this Agreement, and the term “Additional Forward Agreements” has the meaning set forth in Section 4(a)(iv). The Borrowed Firm Shares and the Company Top-Up Firm Shares are herein referred to collectively as the “Firm Shares.” Any Optional Shares sold to the Underwriters by the Forward Sellers pursuant to Section 4(a)(iii) upon exercise of the option described in Section 4(a)(iii) are herein referred to as the “Borrowed Optional Shares,” and any Optional Shares sold to the Underwriters by the Company pursuant to Section 4(a)(v) upon exercise of such option, together with any Company Top-Up Optional Shares (as defined in Section 13(a)), are herein referred to as the “Optional Shares.” The Company Top-Up Firm Shares and the Company Top-Up Optional Shares are herein referred to collectively as the “Company Shares.” The Borrowed Firm Shares and the Borrowed Optional Shares are herein referred to collectively as the “Borrowed Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.”

Forward Agreements means each of (a) the letter agreement dated the date hereof between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc (the “MS Forward Counterparty”), acting through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as agent, and (b) the letter agreement dated the date hereof between the Company and ▇▇▇▇▇▇▇, Sachs (the “GS Forward Counterparty” and, together with the MS Forward Counterparty, the “Forward Counterparties”), in each case each relating to the forward sale by the Company, subject to the Company’s right to elect Physical Settlement, Cash Settlement or Net Share Settlement (as each such term is defined in the relevant Forward Agreement), of a number of shares of common stock, par value $0.10 per share, of the Company (“Common Stock”) equal to the number of shares of Common Stock to be sold by the Forward Counterparty’s affiliated Forward Seller pursuant to this Agreement. The shares of Common Stock to be borrowed and sold by the Forward Sellers to the Underwriters as set forth in Schedule I are referred to as the “Firm Shares.” The Firm Shares of Common Stock to be purchased by the Underwriters and all or any part of the Additional Shares as set forth in Schedule I are hereinafter called, collectively, the “Shares.” ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, ▇▇▇▇▇ are acting as representatives (the “Representatives”) of the several Underwriters in connection with the offering and sale of the Shares.

Forward Agreements means, collectively, (a) the confirmation dated the date hereof between the Company and ▇▇▇▇▇ Fargo Bank, N.A. (the “▇▇▇▇▇ Fargo Forward Counterparty”), (b) the confirmation dated the date hereof between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc (the “MS Forward Counterparty”), and (c) the confirmation dated the date hereof between the Company and UBS AG, London Branch (the “UBS Forward Counterparty” and together with the ▇▇▇▇▇ Fargo Forward Counterparty and the MS Forward Counterparty, the “Forward Counterparties”), in each case relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the applicable Forward Agreement), of a number of shares of Common Stock equal to the number of Borrowed Underwritten Shares sold by the relevant Forward Seller affiliate of each Forward Counterparty pursuant to this Underwriting Agreement (the “Agreement”). ▇▇▇▇▇ Fargo, Morgan Stanley and UBS are acting as representatives (the “Representatives”) of the several Underwriters in connection with the offering and sale of the Shares. You represent that you have been authorized by each of the Underwriters to enter into this Agreement on their behalf and to act for them in the manner herein provided in all matters relating to carrying out the provisions of this Agreement. If there are no Underwriters other than yourselves, the term “Underwriters” shall be deemed to mean the Representatives. All obligations of the Underwriters hereunder are several and not joint. The Company hereby confirms its agreement with the several Underwriters as follows: