Common use of Forward Transaction Clause in Contracts

Forward Transaction. Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in Section 2.03(b) hereof, during the Commitment Period, on which the conditions set forth in Sections 5.01 and 5.02 have been satisfied, if the Company wishes to exercise its right to call for a Forward, it will notify the applicable Forward Seller and Forward Purchaser of the proposed terms of the Forward. If such Forward Seller and such Forward Purchaser wish to accept such proposed terms (which they may decline to do for any reason in their sole discretion) or, following discussions with the Company, wish to accept amended terms, the Company shall deliver a Transaction Notice specifying that it relates to a “Forward,” executed by the Chief Executive Officer, the Chief Financial Officer, any Executive Vice President or any Senior Vice President of the Company, to such Forward Seller and such Forward Purchaser. The terms set forth in a Transaction Notice shall not be binding on the Company or Forward Purchaser unless and until the Company has executed and delivered such Transaction Notice accepting all of the terms of such Transaction Notice. In the event of a conflict between the terms of this Agreement and the terms of a Transaction Notice relating to a Forward, the terms of such Transaction Notice shall control. Each sale of the Forward Hedge Shares in a Forward shall be made in accordance with the terms of this Agreement and a Transaction Notice. The number of Forward Hedge Shares that such Forward Purchaser shall use commercially reasonable efforts to borrow and that such Forward Seller shall use commercially reasonable efforts to sell pursuant to such Forward shall have an aggregate Sales Price equal to the Forward Hedge Amount. 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 Forward Date.

Forward Transaction. Upon the terms and subject to the conditions set forth herein, on any Trading Day as provided in Section 2.03(b) hereof, during the Commitment Period, on which the conditions set forth in Sections 5.01 and 5.02 have been satisfied, if the Company wishes to exercise its right to call for a Forward, it will notify the applicable Forward Seller and Forward Purchaser of the proposed terms of the Forward. If such Forward Seller and such Forward Purchaser wish to accept such proposed terms (which they may decline to do for any reason in their sole discretion) or, following discussions with the Company, wish to accept amended terms, the Company shall deliver a Transaction Notice specifying that it relates to a “Forward,” executed by the Chief Executive Officer, the Chief Financial Officer, any Executive Vice President or any Senior Vice President of the Company, to such Forward Seller and such Forward Purchaser. The terms set forth in a Transaction Notice shall not be binding on the Company or Forward Purchaser unless and until the Company has executed and delivered such Transaction Notice accepting all of the terms of such Transaction Notice. In the event of a conflict between the terms of this Agreement and the terms of a Transaction Notice relating to a Forward, the terms of such Transaction Notice shall control. Each sale of the Forward Hedge Shares in a Forward shall be made in accordance with the terms of this Agreement and a Transaction Notice. The number of Forward Hedge Shares that such Forward Purchaser shall use commercially reasonable efforts consistent with its normal trading and sales practices to borrow and that such Forward Seller shall use commercially reasonable efforts consistent with its normal trading and sales practices to sell pursuant to such Forward shall have an aggregate Sales Price equal to the Forward Hedge Amount. 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 Forward Date.