NOW THEREFORE, in consideration of the premises, representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:
Section 1.01 Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:
Accountants has the meaning set forth in Section 3.07.
Actions has the meaning set forth in Section 3.16.
Actual Sold Forward Amount means, for any Forward Hedge Selling Period for any Forward, the number of Forward Hedge Shares that the Forward Seller has sold during such Forward Hedge Selling Period.
Actual Sold Issuance Amount means, for any Issuance Selling Period for any Issuance, the number of Issuance Shares that Sales Agent has sold during such Issuance Selling Period.
Affiliate of a Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first- mentioned Person. The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Agreement has the meaning set forth in the introductory paragraph of this agreement.
Alternative Sales Agency Agreements has the meaning set forth in the Recitals.
Alternative Sales Agents has the meaning set forth in the Recitals.
Applicable Time means the time of sale of any Shares pursuant to this Agreement.
Bribery Act has the meaning set forth in Section 3.26.
Capped Number with respect to any Forward Contract has the meaning set forth in such Forward Contract.
Closing has the meaning set forth in Section 2.02.
Closing Date means the date on which the Closing occurs.
Code has the meaning set forth in Section 3.31.
Comfort Letter Request Date has the meaning set forth in Section 4.08.
Commission means the United States Securities and Exchange Commission.
Commitment Period means the period commencing on the date of this Agreement and expiring on the earlier to occur of (x) the date on which Sales Agent and any Alternative Sales Agents in the aggregate shall have sold the Maximum Program Amount pursuant to the Sales Agency Agreements or (y) the date this Agreement is terminated pursuant to Article VII.