Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company and JPMorgan Chase Bank, National Association, London Branch (the “Forward Purchaser”) 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 Forward Sale Agreement), of a number of shares of Common Stock
Forward Sale Agreement means the letter agreement dated the date hereof between the Selling Shareholder and Xxxxxx Xxxxxxx & Co. LLC (the “Forward Purchaser”) relating to the forward sale by the Selling Shareholder of a number of Common Shares equal to the number of Offered Shares sold by the Forward Seller pursuant to this Agreement. As used herein, the “Guarantee” means the guarantee dated the date hereof by 3G Restaurant Brands Holdings LP (the “Guarantor”) in respect of the Selling Shareholder’s obligations under the Forward Sale Agreement. This underwriting agreement (this “Agreement”), the Forward Sale Agreement and the Guarantee are collectively referred to herein as the “Transaction Documents.” Any references herein to the Selling Shareholder shall mean the Selling Shareholder acting through 3G Restaurant Brands Holdings General Partner Ltd., its general partner. The Company and the Selling Shareholder hereby confirm their agreement with the several Underwriters, the Forward Seller and the Forward Purchaser (the Underwriters, the Forward Seller and the Forward Purchaser, collectively, the “Bank Parties”) concerning the purchase and sale of the Offered Shares, as follows:
Forward Sale Agreement means the letter agreement dated the date hereof between the Company and Xxxxxxx, Xxxxx & Co. (the “Forward Purchaser”) 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 Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Underwritten Shares sold by the Forward Seller pursuant to this Agreement, and the term “Additional Forward Sale Agreement” has the meaning set forth in Section 3 hereof. The transactions contemplated by this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement are herein referred to collectively as the “Transactions”. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-211114), including a prospectus, on Form S-3, relating to, among other securities of the Company and certain of its subsidiaries, shares of Common Stock, including the Shares. The registration statement, as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the related prospectus dated May 4, 2016 in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter referred to collectively as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus filed pursuant to Rule 424 of the Securities Act. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.
Examples of Forward Sale Agreement in a sentence
Forward Sale Agreement, dated as of October 31, 2005, by and between RH Financial Corporation and Bank of America, N.A. (Incorporated by reference to Exhibit 99.5 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 30, 2005 with respect to the Common Stock of Vail Resorts, Inc.
Forward Sale Agreement, dated July 18, 2006, between Sunstone Hotel Investors, Inc.
The acquisition of Murray & Roberts’ shares under the Forward Sale Agreement results in ATON and its affiliates exercising more than 35% of the issued voting securities of Murray & Roberts.
Gold Forward Sale – Update On July 15th, 2020 the Issuer provided an update regarding the status of its Gold Forward Sale Agreement (the “Agreement”) with MetalStream Ltd (“MetalStream”), originally announced January 27, 2020 and an extension announced April 23, 2020.
This price adjustment mechanism results in Allan Gray receiving a preferential benefit in the event of any increased offer consideration from ATON above ZAR15.00 per share in respect of Allan Gray’s entire shareholding in Murray & Roberts (i.e. the Murray & Roberts’ shares which Allan Gray currently holds and the Murray & Roberts’ shares sold to ATON under the Forward Sale Agreement).
More Definitions of Forward Sale Agreement
Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company and Citibank, N.A. (the “Forward Counterparty”), 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 Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the Forward Seller to the Underwriters pursuant to this Agreement. References herein to the “Forward Sale Agreement” are to the initial Forward Sale Agreement and/or the Additional Forward Sale Agreement as the context requires. The Company understands that the Underwriters propose to make a public offering of the Shares on the terms set forth herein as soon as the Underwriters deem advisable after this Underwriting Agreement (the “Agreement”) has been executed and delivered, it being understood that the Company, the Forward Counterparty, the Forward Seller and the Underwriters will determine the public offering price per share for the Shares on the first business day after the date the Agreement has been executed and delivered.
Forward Sale Agreement means any forward funding sale agreement or other sale agreement in respect of any Property (or part thereof) pursuant to which the Group shall receive payment from a buyer prior to the Group's disposal of the relevant Property (or part thereof) to that buyer.
Forward Sale Agreement. This Agreement requires the selling of gold to a buyer at an agreed delivery price and date at a given discount. It requires buyer to forward purchase by paying to seller all of the money for the delivery against the discount agreed by buyer and Seller.
Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company, BMO Capital Markets Corp. and Bank of Montreal (the “Forward Counterparty”), 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 Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the Forward Seller to the Underwriters pursuant to this Agreement. References herein to the “Forward Sale Agreement” are to the initial Forward Sale Agreement and/or the Additional Forward Sale Agreement (as defined in Section 2 hereof) as the context requires. The Company understands that the Underwriters propose to make a public offering of the Shares on the terms set forth herein as soon as the Underwriters deem advisable after this Underwriting Agreement (the “Agreement”) has been executed and delivered, it being understood that the Company, the Forward Counterparty, the Forward Seller and the Underwriters will determine the public offering price per share for the Shares on the first business day after the date the Agreement has been executed and delivered.
Forward Sale Agreement refers to the letter agreement dated the date hereof between the Company and Xxxxxxx Xxxxx, in its capacity as a forward purchaser (in such capacity as a forward purchaser, the “Forward Purchaser”) 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 Forward Sale Agreement), of a number of Common Shares equal to the number of Borrowed Firm Shares sold by the Forward Seller pursuant to this Underwriting Agreement (this “Agreement”).
Forward Sale Agreement means the letter agreement, dated the date hereof, between the Company and the Forward Counterparty, 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 Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Underwritten Securities sold by the Forward Seller to the Underwriters pursuant to this Underwriting Agreement (this “Agreement”). References herein to the “Forward Sale Agreement” are to the initial Forward Sale Agreement and/or any Option Forward Sale Agreement contemplated in Section 2(b) below as the context requires. The Company understands that the Underwriters propose to make a public offering of the Securities on the terms set forth herein as soon as the Underwriters deem advisable after this Agreement has been executed and delivered, it being understood that the Company, the Forward Counterparty, the Forward Seller and the Underwriters will determine the public offering price per share for the Securities on the first business day after the date this Agreement has been executed and delivered. On September 29, 2020, the Company, the Operating Partnership and Sun SH LLC, a wholly-owned subsidiary of the Operating Partnership, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Safe Harbor Marinas, LLC (the “Safe Harbor Seller”) in connection with the acquisition by the Company and the Operating Partnership of a portfolio of marinas from the Safe Harbor Seller (the “Safe Harbor Properties”). The Merger Agreement, together with the registration rights agreement contemplated thereby, are hereinafter referred to as the “Safe Harbor Agreements” and such acquisition and any related financing made pursuant to the Safe Harbor Agreements are hereinafter referred to as the “Safe Harbor Transaction.” Pursuant to the Safe Harbor Agreements, as partial consideration for the Safe Harbor Properties, the Safe Harbor Seller (or its equity owners) will receive common and preferred Units (as defined below) (the “Safe Harbor Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of ...
Forward Sale Agreement is defined in Section 15.13 hereof. “Gathering Agreement” means the Gas Gathering Agreement, dated of even date herewith, between Buyer and Seminole Stone Mountain, LLC and NGAS Gathering II, LLC. “Gathering Fees” is defined in the Gathering Agreement. “Gathering System” is defined in the Joint Ownership Agreement. “Joint Ownership Agreement” is defined in the Asset Purchase Agreement, as such joint Ownership Agreement may be amended from time to time. “Processing Agreement” means the Gas Processing Agreement, dated September 14, 2007, among Seller, as producer, and Seller and Seminole Gas Company, as plant owners. “Receipt Points” means the points on the Gathering System described in Exhibit B where Seller’s Gas is received by Buyer into the Gathering System. “Rogersville Plant” means the Rogersville Gas Processing Plant in Christian County, Tennessee. “Seller’s Daily Deliverability of Gas” means the volume of Gas which is physically capable of being produced by Seller on any Day in accordance with applicable laws and good industry practices from the Committed Reserves. “Seller’s Interests” means the oil, gas, and mineral interests owned or controlled by Seller or its Affiliates in and to any of the lands or geographic area covered by, or included within the four corners of, the map depicted on Exhibit A, excepting and excluding therefrom the Gausdale/KayJay, Fount, Pineville, and Xxxxxxx Production Areas, as the same may be extended or expanded from time to time., whether now owned or hereafter acquired, and the production therefrom, and all interests in any xxxxx, whether now existing or drilled hereafter, on or completed