{"component": "definition", "props": {"groups": [{"snippet": "means any Trading Day during the Commitment Period that a Transaction Notice specifying that it relates to a \u201cForward\u201d is deemed delivered pursuant to Section 2.03(b) hereof.", "samples": [{"hash": "aKhKDmUUhkh", "uri": "/contracts/aKhKDmUUhkh#forward-date", "label": "Sales Agency Financing Agreement (Avalonbay Communities Inc)", "score": 34.0431213379, "published": true}, {"hash": "jxDHT2uWIoD", "uri": "/contracts/jxDHT2uWIoD#forward-date", "label": "Sales Agency Financing Agreement (SITE Centers Corp.)", "score": 32.8247756958, "published": true}, {"hash": "6UI2gTUV7lT", "uri": "/contracts/6UI2gTUV7lT#forward-date", "label": "Sales Agency Financing Agreement (Gaming & Leisure Properties, Inc.)", "score": 31.9856262207, "published": true}], "snippet_links": [{"key": "trading-day", "type": "definition", "offset": [10, 21]}, {"key": "during-the-commitment-period", "type": "clause", "offset": [22, 50]}, {"key": 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{"snippet": "\u2019 means the settlement date of the Forward Agreement, being on or about June 19, 2017.", "samples": [{"hash": "cKm77B3J9cK", "uri": "https://www.scotiamanagedcompanies.com/smc/display_document.do?recordId=3142", "label": "www.scotiamanagedcompanies.com", "score": 9.3360710144, "published": false}], "snippet_links": [{"key": "date-of", "type": "clause", "offset": [23, 30]}, {"key": "forward-agreement", "type": "definition", "offset": [35, 52]}], "size": 1, "hash": "3ead491471aa4023c2660d9fef84b33b", "id": 8}, {"snippet": "means any Trading Day that a Forward Placement Notice is delivered and accepted pursuant toSection 3(e)(i).", "samples": [{"hash": "hWwFc3MphH8", "uri": "https://ir.janusintl.com/sec-filings/all-sec-filings/content/0001193125-23-145233/0001193125-23-145233.pdf", "label": "ir.janusintl.com", "score": 11.6830940247, "published": false}], "snippet_links": [{"key": "trading-day", "type": "definition", "offset": [10, 21]}, {"key": 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deemed delivered pursuant to Section 2.03(b) hereof.", "size": 104, "id": "forward-date", "examples": ["Each sale of Forward Hedge Shares will be settled as between the Forward Seller and the Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant <strong>Forward Date</strong>.", "The representations and warranties of Counterparty set forth in Section 2 of the Equity Distribution Agreement are true and correct as of the date hereof, each <strong>Forward Date</strong> (as defined in the Equity Distribution Agreement), each Trade Date for any Transaction and each Forward Hedge Settlement Date (as defined in the Equity Distribution Agreement) and are hereby deemed to be repeated to Dealer as if set forth herein.", "Each sale of Forward Hedge Shares will be settled as between such Forward Seller and such Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant <strong>Forward Date</strong>.", "From and after the occurrence of the Move <strong>Forward Date</strong>, the suspension effected by this Section 2(b) of this Amendment shall expire, and Sections 4.4, 4.5, 5.1, 5.2, 5.3 and 5.4 of the Merger Agreement shall once again represent binding obligations under the Merger Agreement.", "BNYMCM shall have received on or prior to each Issuance Date, or each <strong>Forward Date</strong>, as applicable, an opinion of \u2587\u2587\u2587\u2587\u2587 \u2587.", "Each sale of Forward Hedge Shares will be settled as between the Designated Forward Seller and the Designated Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant <strong>Forward Date</strong>.", "Each sale of Forward Hedge Shares will be settled as between the applicable Forward Seller and the applicable Forward Purchaser on each applicable Forward Hedge Settlement Date following the relevant <strong>Forward Date</strong>.", "The Contractor has agreed that the <strong>Forward Date</strong> will be set as a single date, eighteen (18) months from the FX Hedge Date."], "related": [["forward-hedge-selling-period", "Forward Hedge Selling Period", "Forward Hedge Selling Period"], ["forward-price", "Forward Price", "Forward Price"], ["forward-hedge-shares", "Forward Hedge Shares", "Forward Hedge Shares"], ["master-forward-confirmation", "Master Forward Confirmation", "Master Forward Confirmation"], ["initial-forward-price", "Initial Forward Price", "Initial Forward Price"]], "related_snippets": [["settlement-date", "means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires."], ["forward-hedge-selling-period", "means, subject to Section 2(c) hereof, the period of one to 20 consecutive Trading Days (as determined by the Company in the Company\u2019s sole discretion and specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) specifying that it relates to a \u201cForward\u201d) beginning on the date specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) or, if such date is not a Trading Day, the next Trading Day following such date and ending on the last such Trading Day or such earlier date on which the Forward Seller shall have completed the sale of Forward Hedge Securities in connection with the applicable Forward; provided that if, prior to the scheduled end of any Forward Hedge Selling Period (x) any event occurs that would permit the Forward Purchaser to designate a \u201cScheduled Trading Day\u201d as an \u201cEarly Valuation Date\u201d (as each such term is defined in the Master Forward Confirmation) under, and pursuant to the provisions opposite the caption \u201cEarly Valuation\u201d in Section 2 of the Master Forward Confirmation or (y) a \u201cBankruptcy Termination Event\u201d (as such term is defined in the Master Forward Confirmation) occurs, then the Forward Hedge Selling Period shall, upon the Forward Seller becoming aware of such occurrence, immediately terminate as of the first such occurrence. Any Forward Hedge Selling Period then in effect shall immediately terminate upon the termination of this Agreement pursuant to Section 9 or Section 13 hereof and as set forth in Sections 2(b) and 4 hereof."], ["initial-forward-price", "For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the product of (i) an amount equal to 1 minus the Forward Hedge Selling Commission Rate (as defined in the Equity Distribution Agreement) applicable to such Transaction; and (ii) the Volume-Weighted Hedge Price, subject to adjustment as set forth herein. Volume-Weighted Hedge Price: For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the volume-weighted average of the price per share of Forward Hedge Shares (as defined in the Equity Distribution Agreement) sold by Dealer (or its agent or affiliate) on each Trading Day of the Forward Hedge Selling Period for such Transaction, as determined by the Calculation Agent; provided that, solely for the purposes of calculating the Initial Forward Price, each such sale price (other than the sale price for the last day of the relevant Forward Hedge Selling Period) shall be subject to adjustment by the Calculation Agent in the same manner as the Forward Price pursuant to the definition thereof during the period from, and including, the date one Settlement Cycle immediately following the first Trading Day of the relevant Forward Hedge Selling Period on which the Forward Hedge Shares related to such Sales Price are sold to, and including, the Effective Date of such Transaction. Daily Rate: For any day, the Overnight Bank Rate minus the Spread. Spread: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Overnight Bank Rate: For any day, the rate set forth for such day opposite the caption \u201cOvernight bank funding rate\u201d as displayed on the page \u201cOBFR01 <Index> <GO>\u201d on the BLOOMBERG Professional Service, or any successor page; provided that, if no such rate appears for such day on such page, Overnight Bank Rate for such day shall be such rate for the immediately preceding day for which such a rate appears. Forward Price Reduction Dates: For each Transaction, as specified in Schedule I to the Supplemental Confirmation for such Transaction, to be each date set forth under the heading \u201cForward Price Reduction Date\u201d in the Forward Placement Notice for such Transaction."], ["forward-hedge-shares", "means all Common Stock borrowed by the Forward Purchaser and offered and sold by the Forward Seller in connection with any Forward that has occurred or may occur in accordance with the terms and conditions of this Agreement. Where the context requires, the term \u201cForward Hedge Shares\u201d as used herein shall include the definition of the same under the Alternative Distribution Agreements."], ["forward-hedge-amount", "means, for any Forward, the amount specified as such in the Placement Notice for such Forward (as amended by the corresponding Acceptance, if applicable), which amount shall be the target Aggregate Sales Price of the Forward Hedge Securities to be sold by the Forward Seller or an Alternative Forward Seller in respect of such Forward, subject to the terms and conditions of this Agreement or the Alternative Distribution Agreement, as applicable."], ["forward-hedge-selling-commission", "means, for any Forward Contract, the product of (x) the Forward Hedge Selling Commission Rate for such Forward Contract and (y) the Volume-Weighted Hedge Price."], ["investment-date", "means the date of the Investment Commitment Closing."], ["master-forward-confirmation", "means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of the date hereof, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein."], ["forward-hedge-selling-commission-rate", "means, for any Forward Contract, a rate mutually agreed to between the Company, the Forward Seller and the Forward Purchaser and recorded in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable), up to 2.0%."], ["forward-price", "On the Effective Date, the Initial Forward Price, and on any other day thereafter, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date. Initial Forward Price: $81.87175 per Share."], ["forward-contract", "means, for each Forward, the contract evidencing such Forward between the Company and the Forward Purchaser, which shall be comprised of the Master Forward Confirmation and the related \u201cSupplemental Confirmation\u201d (as defined in the Master Forward Confirmation) for such Forward."], ["forward-hedge-price", "means, for any Forward Contract, the product of (x) an amount equal to one (1) minus the Forward Hedge Selling Commission Rate for such Forward Contract; and (y) the Volume-Weighted Hedge Price."]], "updated": "2026-03-01T05:21:46+00:00"}, "json": true, "cursor": ""}}