Forward Transactions Sample Clauses

Forward Transactions. The parties agree that Forward Transactions (as defined in sub-paragraph (i)(A) below) may be effected under this Agreement and accordingly the provisions of sub-paragraphs (i) to (iv) below shall apply.
Sample 1
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Forward Transactions. The Company may from time to time, in consultation with a Forward Purchaser and the applicable Agent (which may be either the same entity as the Forward Purchaser or an affiliate of the Forward Purchaser), request to enter into a Forward Transaction by delivering an instruction notice in the form attached as Exhibit B (a “Forward Instruction Notice”) pursuant to a Confirmation for such Agent to borrow, offer and sell Borrowed Securities, as a forward seller, in each case, in accordance with the terms of this Section 6(d). If the Company requests to enter into a Forward Transaction, the Company’s Forward Instruction Notice to the applicable Agent shall include, for purposes of (and as defined under) the related Confirmation, the requested (i) Trade Date, (ii) Maturity Date, (iii) Hedge Completion Date, (iv) Initial Number of Shares, (v) Commission Rate, (vi) Spread, (vii) Initial Stock Loan Rate, (viii) Maximum Stock Loan Rate, (ix) Forward Price Reduction Date and (x) Forward Price Reduction Amount (together, the “Proposed Confirmation Terms”). Each Forward Instruction Notice is subject to review and acceptance by the applicable Agent. To accept a Forward Instruction Notice, the applicable Agent shall send a written acceptance to the Company, and such written acceptance shall set forth the Proposed Confirmation Terms accepted by such Agent. Subject to the terms and conditions hereof and following the delivery of written acceptance by such Agent, the Agent shall use its commercially reasonable efforts, consistent with its normal sales and trading practices for similar forward transactions and applicable law and regulation, to sell as sales agent (whether acting as agent of the Company or as forward seller on behalf of any Forward Purchaser) all of the Borrowed Securities so designated by the Company in a Forward Instruction Notice. With respect to any Forward Instruction Notice accepted by an Agent as forward seller, such Agent shall use commercially reasonable efforts, consistent with its normal sales and trading practices for similar forward transactions and applicable law and regulation, to borrow the number of Securities designated by the Company. Any Confirmation to be entered into between the Company and a Forward Purchaser under this Section 6(d) in connection with a Forward Instruction Notice provided by the Company and accepted by the applicable Agent under this Section 6(d) shall be deemed to include each of the Proposed Confirmation Terms (as set...
Sample 1
Forward Transactions. In the event the Term terminates pursuant to clause (ii) or (iii) of Section 3.1 hereof or this Agreement is terminated pursuant to Article 7 hereof, New Power shall promptly elect by written notice for the parties to undertake one of the following: (i)(A) New Power shall assign and the Sellers shall assume New Power's position under all Forward Transactions (or, if the Closing shall occur but not the Second Closing, the Forward Transactions relating to any Delay Closing Assets and Delay Closing Liabilities not transferred to and assumed by New Power as of the effective date of termination of this Agreement and the Second Closing Assets and Second Closing Liabilities), and (B) the Sellers shall pay to New Power, New Power's costs under all Forward Transactions (or, if the Closing shall occur but not the Second Closing, the Forward Transactions relating to any Delay Closing Assets and Delay Closing Liabilities not transferred to and assumed by the New Power as of the effective date of termination of this Agreement and the Second Closing Assets and Second Closing Liabilities) or (ii) the Sellers shall pay to New Power or New Power shall pay to the Sellers, as applicable, an amount which would have had the same economic consequences to the Sellers had the transactions contemplated by the preceding clause (i)(A) been consummated; PROVIDED, HOWEVER, in any event that the Forward Transactions entered into by New Power after the Closing Date shall be entered into in good faith and shall be entered into on commercially reasonable terms and conditions.
Sample 1
Forward Transactions. The Company may, from time to time during the term of this Agreement, instruct the applicable Managers, each as forward seller, to offer and sell shares of Common Stock borrowed by the applicable Forward Purchaser or its affiliate (any such Shares, “Forward Hedge Shares”), in each case on the terms and subject to the conditions set forth in this Agreement, any Confirmation (as defined below) and any Terms Agreement (as defined below), as applicable. The Company agrees that if it enters into one or more forward stock purchase transactions (each, a “Forward”) with a Forward Purchaser as set forth in one or more separate letter agreements (each, a “Master Confirmation”) and supplemented by one or more supplemental confirmations (each, a “Supplemental Confirmation,” and together with the relevant Master Confirmation, a “Confirmation”), substantially in the form set forth in Exhibit D (as supplemented by the applicable Forward Placement Notice (as defined in Section 1(b)(i) hereof)), relating to the applicable Forward, then the Company will, on the respective terms and subject to the respective conditions set forth in such Confirmation and in this Agreement (including the Company’s option to elect Cash Settlement or Net Share Settlement (each as defined in each applicable Confirmation)), deliver to the applicable Forward Purchaser, or a respective affiliate thereof (including the Manager affiliated with such Forward Purchaser), up to the maximum number of shares of Common Stock that may be sold and/or delivered in accordance with this Agreement in connection with such Confirmation. In connection therewith, it is contemplated that the applicable Forward Purchaser will offer and sell through the applicable Manager (which shall be either the same entity as the Forward Purchaser or an affiliate thereof), acting as forward seller on behalf of the Forward Purchaser on the terms and subject to the conditions set forth in this Agreement, Forward Hedge Shares to be borrowed by such Forward Purchaser or its affiliate. In the event of a conflict between the terms of this Agreement and those of any Confirmation (including the related Forward Placement Notice), the terms of such Confirmation shall control.
Sample 1
Forward Transactions. Prior to any offers or sales of Borrowed Securities by a Selling Agent as forward seller, the Company and the applicable Forward Purchaser shall have each executed and delivered to the other party the completed Confirmation relating to such sales and such Selling Agent, substantially in the form attached hereto as Annex I and all conditions to effectiveness included in the relevant Confirmation have been satisfied.
Sample 1
Forward Transactions. Clause 4 CONDITIONS PRECEDENT 4.1 The right of the Client to initiate the drawing of the Facility under the Agreement shall be subject to the performance by the Client of all its obligations hereunder and shall in a manner satisfactory to the Bank, prior to providing any Facility, be subject to the fulfilment of the following further conditions: (a) The Agreement is duly signed and delivered by the Client and the Bank. (b) The Bank is provided with the Client's and the Guarantor’s current authorized signatory list, with evidence of the signatures. (c) The Bank is provided with a copy of the most recent articles of association and certificate of incorporation not older than 30 (thirty) days of the Client and the Guarantor. (d) If it is not adequately evidenced from the company documents, then the Bank is provided with a copy of the resolution of the relevant body of the Client that the Client has: (i) approved the terms and conditions of the Agreement; (ii) approved the execution, delivery and performance of the Agreement; and certified by an authorized person as being a true and accurate copy of the original. (e) The Bank is provided with the original(s) of the Letter(s) of Authorization countersigned by the account bank(s) designated in the “Securities” section of this Agreement. (f) The Bank is provided with the copy of the Insurance Agreement and, related to the insurance, the acknowledgment of receipt of the Notice of Assignment by the insurer. (g) The Bank is provided with the Guarantee of the Guarantor. (h) The Bank is provided with the Letter of Comfort of [*]. (i) The Bank is provided with the Letter of Awareness of the [*]. (j) The Bank is provided with the original of the notarized copies confirming that the Security (Securities) are duly created and registered, the official copy of the land registry extract (in Hungarian: tulajdoni lap) issued by the competent Land Registry (in Hungarian: földhivatal) stating that the Bank’s mortgage is registered on the side note (in Hungarian: széljegy), and/or the original of the statement executed by the Hungarian Notary Chamber evidencing that the Security (Securities) are duly created and registered. (k) The Client deposits the Collateral with or upon the order of the Bank. (l) The Bank is provided with the original(s) of the Letter(s) of Assignment / or the Declaration of Account Denomination addressed to the partner(s). 4.2 The Bank may provide any facility subject to the further conditions precedent tha...
Sample 1

Related to Forward Transactions

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Brokerage Transactions Subject to the provisions of this Section 5 and absent instructions from the Investment Adviser or the Trust, the Subadviser will have full discretionary authority to place orders for the purchase and sale of securities for the account of the Fund with such brokers or dealers as it may select. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood, however, that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at higher commissions to the Fund than may result when allocating brokerage to other brokers solely on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to applicable laws and regulations and review by the Investment Adviser and the Trusts Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Subadviser will report on such allocations at the request of the Investment Adviser, the Fund or the Trusts Board of Trustees, providing such information as the number of aggregated trades to which the Fund was a party, the broker(s) to whom such trades were directed and the basis of the allocation for the aggregated trades. Subject to the foregoing provisions of this Section 5 and at the direction of the Investment Adviser or the Trust, the Subadviser may also consider sales of Fund shares as a factor in the selection of brokers or dealers for a Funds portfolio transactions. In connection with purchases or sales of portfolio securities for the account of the Fund, neither the Subadviser nor any of its affiliated persons, will act as a principal or agent or receive directly or indirectly any compensation in connection with the purchase or sale of investment securities by the Fund, except as permitted by applicable law and with the express written consent of the Trust and the Investment Adviser. The Subadviser will advise the Funds custodian and the Investment Adviser on a prompt basis of each purchase and sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Treasury Transactions No Obligor shall (and the Company will procure that no other member of the Group will) enter into any Treasury Transaction, other than:

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Related Transactions 10 4.9 Insurance.............................................................................10 4.10

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