Forward Sale Agreements definition

Forward Sale Agreements means the letter agreements, each dated the date hereof, between the Company and each of Xxxxx Fargo and BofA (each a “Forward Counterparty” and together the “Forward Counterparties”), 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 Agreements), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the Forward Purchasers to the Underwriters pursuant to this Agreement. References herein to the “Forward Sale Agreements” are to the initial Forward Sale Agreements and/or the Additional Forward Sale Agreements as the context requires. The Company and the Operating Partnership understand that the Underwriters propose to make a public offering of the Shares as soon as the Underwriters deem advisable after this Underwriting Agreement (this “Agreement”) has been executed and delivered. The Company has prepared and previously delivered to you a preliminary prospectus supplement dated January 9, 2024, relating to the Shares and a related prospectus dated September 1, 2021 (the “Base Prospectus”). Such preliminary prospectus supplement and Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised you of all information (financial and other) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Shares (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are herein called, collectively, the “Prospectus.” All references in this Agreement to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing...
Sample 1
Forward Sale Agreements means the letter agreement, dated the date hereof, between the Company and Citibank, N.A. (a “Forward Counterparty” or the “Forward Counterparties,” which term shall also include a single party in such capacity), 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 Agreements), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by the Forward Sellers to the Underwriters pursuant to this Agreement. References herein to the “Forward Sale Agreements” are to the initial Forward Sale Agreements and/or the Additional Forward Sale Agreements 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 Counterparties, the Forward Sellers 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.
Sample 1
Forward Sale Agreements means collectively (a) that certain Confirmation of Forward Sale Transaction, dated as of August 15, 2006, between Parent and Goldman Sachs Financial Markets, L.P. and (b) that certain Confirmation of Forward Sale Transaction, dated as of August 15, 2006, between Parent and Citibank, N.A.
Sample 1Sample 2

Examples of Forward Sale Agreements in a sentence

  • Translation adjustments arising from differences in exchange rates from period to period are included in the cumulative translation adjustments account in stockholders' equity.

  • This Agreement supersedes all prior agreements and understandings (whether written or oral), other than the Forward Sale Agreements, between the Company and the Operating Partnership, on the one hand, and the Underwriters, the Forward Purchasers and the Forward Sellers on the other, or any of them, with respect to the subject matter hereof.

  • Neither the Company nor the Operating Partnership is required, or upon the issuance, sale and delivery of the Securities and the Confirmation Shares as contemplated in this Agreement and the Forward Sale Agreements and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus, will be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

  • Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no transfer taxes or other similar fees or charges under federal law or the laws of any state or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement and the Forward Sale Agreements or the issuance, sale and delivery of the Securities and the Confirmation Shares.

  • This Agreement and the Forward Sale Agreements conform in all material respects to the description thereof contained in each of the Registration Statement, the Time of Sale Information and the Prospectus.

  • The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after this Agreement and the Forward Sale Agreements are fully executed as in your judgment is advisable.

  • All action required to be taken for the due and proper authorization, execution and delivery of this Agreement and the Forward Sale Agreements and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken.

  • When issued and delivered by the Company to the Forward Purchasers pursuant to the Forward Sale Agreements against payment of any consideration required to be paid by the Forward Purchasers, the Confirmation Shares will be validly issued and fully paid and non-assessable and will not be subject to the preemptive, resale rights, rights of first refusal or other similar rights of any securityholder of the Company.

  • Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, the Shares have been duly authorized, and upon issuance and delivery against payment therefor (or, in the case of the Borrowed Shares, in Net Share Settlement thereof) in accordance with the terms of the Underwriting Agreement and, in the case of the Borrowed Shares, in accordance with the terms of the Forward Sale Agreements, will be validly issued, fully paid and non-assessable.

  • Neither the issuance, sale and delivery of the Offered Shares or the Shares issuable pursuant to the Forward Sale Agreements nor the application of the proceeds thereof by the Company as described in each of the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.


More Definitions of Forward Sale Agreements

Forward Sale Agreements means, unless otherwise expressly stated or the context otherwise requires, the forward sales agreements we plan to enter into in connection with the Common Stock Offering;
Sample 1
Forward Sale Agreements means the letter agreements dated the date hereof between the Corporation and each of Credit Suisse Capital and JPMorgan Chase Bank, National Association (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”) relating to the forward sale by the Corporation, subject to the Corporation’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreements), 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, and the term “Additional Forward Sale Agreements” has the meaning set forth in Section 4 hereof.
Sample 1
Forward Sale Agreements refers to the letter agreements dated the date hereof between the Company and each of Citibank, N.A. and Bank of America, N.A., each in its capacity as a forward purchaser (each, in such capacity, 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 each Forward Sale Agreement), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by its affiliated Forward Seller pursuant to this Underwriting Agreement (this “Agreement”).
Sample 1
Forward Sale Agreements means the separate letter agreements dated the date hereof between the Company and each of Citibank, N.A., Barclays Bank PLC and JPMorgan Chase Bank, National Association, London Branch (each, in such capacity, 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 (as such terms are defined in the Forward Sale Agreements), of a number of shares of Common Stock equal to the number of Borrowed Firm Shares sold by each Forward Seller pursuant to this Underwriting Agreement (this “Agreement”), and the term “Additional Forward Sale Agreement” has the meaning set forth in Section 4 hereof. The terms and rights of the Shares shall be as specified in or pursuant to the provisions of this Agreement and the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”). This Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. This Agreement will become effective with respect to the Shares at a point in time agreed to by the several Underwriters, the Forward Sellers, the Forward Purchasers and the Company (the “Pricing Effective Time”), which for purposes of this Agreement means 5:55 p.m. (New York City time) on the date hereof. The Pricing Effective Time shall occur when the Preliminary Prospectus (as defined below) and the information set forth in Schedule II hereto (collectively, the “Pricing Disclosure Material”) shall be available for delivery or communication to purchasers. At the Pricing Effective Time, the several Underwriters propose to offer the Shares for sale upon terms and conditions set forth in the Prospectus (as defined in Section 1(a) hereof) and in the Pricing Disclosure Material.
Sample 1

Related to Forward Sale Agreements

  • Sale Agreements This Agreement, the Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, the Current Excess Servicing Spread Acquisition for GNMA Mortgage Loans and the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans.

  • Purchase and Sale Agreement means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Sale Agreement means the Sale Agreement Master Securitization Terms Number 1000, dated as of August 15, 2013, among SLM Funding LLC, as Seller, SLM Student Loan Trust 2013-4, as Purchaser, and Deutsche Bank Trust Company Americas, as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Loan Sale Agreement means the Commercial Loan Sale Agreement, dated as of the date hereof, between the Originator and the Trust Depositor, as such agreement may be amended, modified, waived, supplemented or restated from time to time.

  • Receivables Sale Agreement means that certain Receivables Sale Agreement, dated as of July 10, 2003, among each Originator and Seller, as the same may be amended, restated or otherwise modified from time to time.

  • Mortgage Sale Agreement means the mortgage sale agreement dated 3 June 2005 as amended and restated on 4 October 2007, 20 May 2008 and as further amended and restated on 25 June 2014 made between Santander UK plc (1) Abbey Covered Bonds LLP (the "LLP") (2) and Deutsche Trustee Company Limited (the "Security Trustee") (3) (as the same may be or have been amended, varied or supplemented from time to time with the consent of those parties).

  • Funding Agreements means all or any of the agreements or instruments to be entered into by a Project Service Provider or any of their Associates relating to the financing of its business of providing services pursuant to the terms of any Project Agreements, excluding always the Project Agreements themselves;

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Tax Receivable Agreements means this Agreement and any Post-IPO TRA.

  • Mortgage Loan Sale Agreement The mortgage loan sale and assignment agreement dated as of November 1, 2003, for the sale of the Mortgage Loans by the Seller to the Depositor.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Placement Agency Agreement means that certain Placement Agency Agreement by and between the Company and the Placement Agent, dated as of the date hereof.

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Relevant Funding Agreements means the agreement or agreements entered into by the Company and the Secretary of State under section 1 of the Academies Act 2010 for the establishment of each Academy, including any variation or supplemental agreements thereof;

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Contribution Agreement has the meaning set forth in the Recitals.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

  • PIPE Subscription Agreements has the meaning set forth in the recitals to this Agreement.

  • Open Market Sale Agreement is a service mark of Xxxxxxxxx LLC

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on 31st October 2013;

  • Structured settlement agreement means the agreement, judgment, stipulation, or release embodying the terms of a structured settlement.