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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Eastgroup Properties Inc | NYSE:EGP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.24 | 0.69% | 180.10 | 1,051 | 14:00:57 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Exhibit No.
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Description
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Sales Agency Financing Agreement, dated October 25, 2024 (the “Sales
Agreement”), by and among the Company, Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Regions Securities LLC, Samuel A.
Ramirez & Company, Inc., and TD Securities (USA) LLC as sales agents, Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Nomura Securities International, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Raymond James &
Associates, Inc., Regions Securities LLC, and TD Securities (USA) LLC as forward sellers, Robert W. Baird & Co. Incorporated, Bank of America, N.A., Nomura Global Financial Products, Inc., Jefferies LLC, JPMorgan Chase Bank, National
Association, Raymond James & Associates, Inc., Regions Securities LLC, and The Toronto-Dominion Bank as forward purchasers
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Opinion of Goodwin Procter LLP as to the legality of the securities being registered
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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Form of Master Forward Confirmation (included as Exhibit C to the Sales Agreement filed as Exhibit 1.1 hereto)
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Date:
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October 25, 2024
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EASTGROUP PROPERTIES, INC.
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By: /s/ Brent W. Wood
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Brent W. Wood
Executive Vice President, Chief Financial Officer and Treasurer
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EASTGROUP PROPERTIES, INC.
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|||
By:
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/s/ Brent W. Wood
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Name: Brent W. Wood
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Title: Executive Vice President, Chief Financial
Officer, and Treasurer
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By:
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/s/ Staci H. Tyler
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Name: Staci H. Tyler
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Title: Senior Vice President, Chief Accounting
Officer, and Chief Administrative Officer
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ROBERT W. BAIRD & CO. INCORPORATED, as
Sales Agent
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||||
By:
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/s/ Christopher Walter
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Name:
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Christopher Walter
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Title:
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Managing Director
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BOFA SECURITIES, INC., as Sales Agent
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||||
By:
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/s/ Hicham Hamdouch
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Name:
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Hicham Hamdouch
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|||
Title:
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Managing Director
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BTIG, LLC, as Sales Agent
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||||
By:
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/s/ Michael Passaro
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Name:
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Michael Passaro
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Title:
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Managing Director
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JEFFERIES LLC, as Sales Agent
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||||
By:
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/s/ Donald Lynaugh
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Name:
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Donald Lynaugh
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Title:
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Managing Director
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J.P. MORGAN SECURITIES LLC, as Sales Agent
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||||
By:
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/s/ Sanjeet Dewal
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Name:
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Sanjeet Dewal
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Title:
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Managing Director
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RAYMOND JAMES & ASSOCIATES, INC., as
Sales Agent
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By:
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/s/ Brad Butcher
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Name:
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Brad Butcher
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Title:
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Senior Managing Director, Co-Head of
Real Estate Investment Banking
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REGIONS SECURITIES LLC, as Sales Agent
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||||
By:
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/s/ Edward L. Armstrong
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Name:
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Edward L. Armstrong
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Title:
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Managing Director – ECM
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SAMUEL A. RAMIREZ & COMPANY, INC., as Sales Agent
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||||
By:
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/s/ Richard Viton
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Name:
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Richard Viton
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Title:
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Managing Director
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TD SECURITIES (USA) LLC, as Sales Agent
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By:
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/s/ Bradford Limpert
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Name:
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Bradford Limpert
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Title:
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Managing Director
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ROBERT W. BAIRD & CO. INCORPORATED, as
Forward Seller
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By:
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/s/ Christopher Walter
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Name:
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Christopher Walter
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Title:
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Managing Director
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BOFA SECURITIES, INC., as Forward Seller
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By:
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/s/ Hicham Hamdouch
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Name:
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Hicham Hamdouch
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Title:
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Managing Director
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JEFFERIES LLC, as Forward Seller
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||||
By:
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/s/ Donald Lynaugh
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Name:
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Donald Lynaugh
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Title:
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Managing Director
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J.P. MORGAN SECURITIES LLC, as Forward Seller
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By:
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/s/ Sanjeet Dewal
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Name:
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Sanjeet Dewal
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Title:
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Managing Director
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NOMURA SECURITIES INTERNATIONAL, INC.,
as Forward Seller
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By:
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/s/ Jason Eisenhauer
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Name:
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Jason Eisenhauer
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Title:
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Managing Director
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RAYMOND JAMES & ASSOCIATES, INC., as
Forward Seller
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By:
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/s/ Brad Butcher
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Name:
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Brad Butcher
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Title:
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Senior Managing Director, Co-Head of
Real Estate Investment Banking
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REGIONS SECURITIES LLC, as Forward Seller
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By:
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/s/ Edward L. Armstrong
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Name:
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Edward L. Armstrong
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Title:
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Managing Director – ECM
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TD SECURITIES (USA) LLC, as Forward Seller
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By:
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/s/ Bradford Limpert
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Name:
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Bradford Limpert
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Title:
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Managing Director
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ROBERT W. BAIRD & CO. INCORPORATED, as
Forward Purchaser
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By:
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/s/ Christopher Walter
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Name:
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Christopher Walter
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Title:
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Managing Director
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BANK OF AMERICA, N.A, as Forward Purchaser
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||||
By:
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/s/ Rohan Handa
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Name:
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Rohan Handa
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Title:
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Managing Director
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JEFFERIES LLC, as Forward Purchaser
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By:
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/s/ Donald Lynaugh
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Name:
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Donald Lynaugh
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Title:
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Managing Director
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JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Forward Purchaser
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By:
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/s/ Sanjeet Dewal
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Name:
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Sanjeet Dewal
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Title:
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Managing Director
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NOMURA GLOBAL FINANCIAL PRODUCTS,
INC., as Forward Purchaser
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By:
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/s/ Jeffrey Petillo
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Name:
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Jeffrey Petillo
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Title:
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Authorized Representative
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RAYMOND JAMES & ASSOCIATES, INC., as
Forward Purchaser
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By:
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/s/ Brad Butcher
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Name:
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Brad Butcher
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Title:
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Senior Managing Director, Co-Head of Real Estate Investment Banking
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REGIONS SECURITIES LLC, as Forward Purchaser
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By:
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/s/ Edward L. Armstrong
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Name:
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Edward L. Armstrong
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Title:
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Managing Director – ECM
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THE TORONTO-DOMINION BANK, as Forward
Purchaser
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By:
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/s/ Vanessa Simonetti
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Name:
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Vanessa Simonetti
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Title:
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Managing Director
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1 (1)
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Insert for a Transaction Notice that relates to an “Issuance”
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2 (2)
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Insert for a Transaction Notice that relates to a “Forward”
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3 (3)
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Insert for a Transaction Notice that relates to a “Forward”
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4 (4)
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Insert for a Transaction Notice that relates to an “Issuance”
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5 (5)
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Insert for a Transaction Notice that relates to a “Forward”
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Forward Price Reduction Dates
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Forward Price Reduction Amounts
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For any calendar quarter ending on or prior to
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[December 31, 20[ ]]:
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$[ ]
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For any calendar quarter ending after
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[December 31, 20[ ]]:
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$[ ]]10
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EASTGROUP PROPERTIES, INC.
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By:
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|||
Name:
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Title:
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6 (6)
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Insert for a Transaction Notice that relates to an “Issuance”
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7 (7)
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Insert for a Transaction Notice that relates to a “Forward”
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8 (8)
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Insert for a Transaction Notice that relates to an “Issuance”
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9 (9)
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Insert for a Transaction Notice that relates to a “Forward”
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10 (10)
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Insert for a Transaction Notice that relates to a “Forward”
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11 (11)
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Insert for a Transaction Notice that relates to a “Forward”
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12 (12)
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Insert for a Transaction Notice that relates to an “Issuance”
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13 (13)
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Insert for a Transaction Notice that relates to a “Forward”
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Date:
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[●]
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Attn:
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[●]
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Email:
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[●]
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EASTGROUP PROPERTIES, INC.
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By:
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Name:
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Title:
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● |
The number of shares of Purchased Shares set forth above
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● |
The initial price to public set forth above
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● |
[Other]
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To:
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EastGroup Properties, Inc.
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400 W. Parkway Place
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Suite 100
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Ridgeland, MS 39157
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From:
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[Forward Purchaser]
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[__________]
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[__________]
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From:
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[Forward Seller]
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[__________]
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[__________]
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General Terms: | |
Trade Date:
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For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be, subject to adjustment by the Calculation Agent, the last Trading Day (as defined in the Sales Agreement)
of the Forward Hedge Selling Period (as defined in the Sales Agreement) for such Transaction.
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Effective Date:
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For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the date that is one Settlement Cycle following the Trade Date for such Transaction, or such later date on
which the conditions set forth in Section 3 of this Master Confirmation shall have been satisfied or waived.
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Buyer:
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Dealer
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Seller:
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Counterparty
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Maturity Date:
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For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the date that follows the Trade Date for such Transaction by the number of days or months set forth in the
Transaction Notice (as defined in the Sales Agreement) for such Transaction (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).
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Shares:
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The shares of common stock, par value $0.0001 per Share, of Counterparty (Ticker: “EGP”)
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Number of Shares:
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For each Transaction, initially, as specified in the Supplemental Confirmation for such Transaction, to be the number of Shares equal to the Actual Sold Forward Amount (as defined in the Sales
Agreement) for the Forward Hedge Selling Period for such Transaction, as reduced on each Relevant Settlement Date (as defined under “Settlement Terms” below) by the number of Settlement Shares to which the related Valuation Date
relates.
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Settlement Currency:
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USD
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Exchange:
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The New York Stock Exchange
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Related Exchange:
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All Exchanges
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Prepayment:
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Not Applicable
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Variable Obligation:
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Not Applicable
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Forward Price:
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For each Transaction, on the Effective Date for such Transaction, the Initial Forward Price for such Transaction, and on any day thereafter, the product of the Forward Price for such Transaction on the
immediately preceding calendar day and
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1 + the Daily Rate * (1/365);
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provided that the Forward Price for such Transaction on each Forward Price Reduction Date for such Transaction shall be the Forward Price for such Transaction otherwise in effect on such date minus the Forward Price Reduction Amount for such Forward Price Reduction Date.
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Initial Forward Price:
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For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the product of (i) an amount equal to 1 minus the Forward Hedge
Selling Commission Rate (as defined in the Sales Agreement) applicable to such Transaction; and (ii) the Volume-Weighted Hedge Price, subject to adjustment by the Calculation Agent.
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Volume-Weighted Hedge Price:
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For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the volume-weighted average of the Sales Prices (as defined in the Sales Agreement) per share of Forward
Hedge Shares (as defined in the Sales Agreement) sold on each Trading Day of the Forward Hedge Selling Period for such Transaction, as determined by the Calculation Agent; provided that,
solely for the purposes of calculating the Initial Forward Price, each such Sales Price (other than the Sales Price for the last day of the relevant Forward Hedge Selling Period) shall be subject to adjustment by the Calculation Agent
in the same manner as the Forward Price pursuant to the definition thereof during the period from, and including, the date one Settlement Cycle immediately following the first Trading Day of the relevant Forward Hedge Selling Period
on which the Forward Hedge Shares related to such Sales Price are sold to, and including, the Effective Date of such Transaction; provided further, that if a Forward Price Reduction Date occurs during the period from and including the
first Trading Day of the relevant Forward Hedge Selling Period and ending on, but excluding the date one Settlement Cycle immediately following such first Trading Day, then the Initial Forward Price shall be the Initial Forward Price
otherwise in effect on such date minus the Forward Price Reduction Amount for such Forward Price Reduction Date.
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Daily Rate:
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For any day, the Overnight Bank Funding Rate minus the Spread.
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Spread:
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For each Transaction, as specified in the Supplemental Confirmation for such Transaction.
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Overnight Bank Funding Rate:
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For any day, the rate set forth for such day opposite the caption “Overnight Bank Funding Rate” as displayed on the page “OBFR01<Index> <GO>” on the BLOOMBERG Professional Service, or any
successor page; provided that if no such rate appears for such day on such page, Overnight Bank Funding Rate for such day shall be such rate for the immediately preceding day for which such a
rate appears.
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Forward Price Reduction Dates:
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For each Transaction, as specified in Schedule I to the Supplemental Confirmation for such Transaction, to be each date set forth under the heading “Forward Price Reduction Date” in the Transaction Notice for such Transaction.
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Forward Price Reduction
Amount:
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For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I to the Supplemental Confirmation for such Transaction.
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Valuation:
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Valuation Date:
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For any Settlement (as defined below) with respect to any Transaction, if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or
Net Share Settlement is applicable, the last Unwind Date for such Settlement. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date.
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Unwind Dates:
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For any Cash Settlement or Net Share Settlement with respect to any Settlement of any Transaction, each day on which Dealer (or its agent or affiliate) purchases Shares in the market in connection with
unwinding its commercially reasonable hedge position in connection with such Settlement, starting on the First Unwind Date for such Settlement.
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First Unwind Date:
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For any Cash Settlement or Net Share Settlement with respect to any Settlement of any Transaction, as designated in the relevant Settlement Notice.
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Unwind Period:
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For any Cash Settlement or Net Share Settlement with respect to any Settlement of any Transaction, the period starting on the First Unwind Date for such Settlement and ending on the Valuation Date for
such Settlement.
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Cash or Net Share Settlement
Valuation Disruption:
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If Cash Settlement or Net Share Settlement is applicable with respect to any Transaction and any Unwind Date during the related Unwind Period is a Disrupted Day, the Calculation Agent shall determine
whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of the Settlement Price, or (ii) such Disrupted Day is a Disrupted Day only in
part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions (as defined below) in the Shares on such Disrupted Day, taking into account the nature
and duration of the relevant Market Disruption Event, and the weightings of the 10b-18 VWAP and the Forward Prices for each Unwind Date during such Unwind Period shall be adjusted in good faith and in a commercially reasonable manner
by the Calculation Agent for purposes of determining the Settlement Price and the relevant Forward Price, as applicable, to account for the occurrence of such partially Disrupted Day, with such adjustments based on, among other
factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.
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Market Disruption Event:
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The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant
Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Exchange Business Day during the Unwind Period” after the word “material,” in
the third line thereof.
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Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof. | |
Settlement Terms:
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Settlement:
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With respect to any Transaction, any Physical Settlement, Cash Settlement or Net Share Settlement of all or any portion of such Transaction.
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Settlement Notice:
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For any Transaction, subject to “Early Valuation” below, Counterparty may elect to effect a Settlement of all or any portion of such Transaction by designating one or more Scheduled Trading Days
following the Effective Date for such Transaction and on or prior to the Maturity Date for such Transaction to be Valuation Dates (or, with respect to Cash Settlements or Net Share Settlements of such Transaction, First Unwind Dates,
each of which First Unwind Dates shall occur no later than the 60th Scheduled Trading Day immediately preceding the Maturity Date for such Transaction) in a written notice to Dealer (a “Settlement
Notice”) delivered no later than the applicable Settlement Method Election Date for such Transaction, which notice shall also specify (i) the number of Shares (the “Settlement Shares”)
for such Settlement (not to exceed the number of Undesignated Shares for such Transaction as of the date of such Settlement Notice) and (ii) the Settlement Method applicable to such Settlement; provided
that (A) Counterparty may not designate a First Unwind Date for a Cash Settlement or a Net Share Settlement of any Transaction if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a
Cash Settlement or a Net Share Settlement of such Transaction for which the related Relevant Settlement Date has not occurred; and (B) if the number of Undesignated Shares as of the Maturity Date for such Transaction is not zero, then
the Maturity Date for such Transaction shall be a Valuation Date for a Physical Settlement of such Transaction and the number of Settlement Shares for such Settlement shall be the number of Undesignated Shares for such Transaction as
of the Maturity Date for such Transaction (provided that if such Maturity Date occurs during the period from the time any Settlement Notice is given for a Cash Settlement or Net Share
Settlement of such Transaction until the related Relevant Settlement Date, inclusive, then the provisions set forth below opposite “Early Valuation” shall apply to such Transaction as if the Maturity Date for such Transaction were the
Early Valuation Date for such Transaction).
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Undesignated Shares:
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For any Transaction, as of any date, the Number of Shares for such Transaction minus the number of Shares designated as Settlement Shares for Settlements of
such Transaction for which the related Relevant Settlement Date has not occurred.
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Settlement Method Election:
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For any Transaction, applicable; provided that:
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(i) Net Share Settlement shall be deemed to be included as an additional settlement method under Section 7.1 of the Equity Definitions;
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(ii) Counterparty may elect Cash Settlement or Net Share Settlement for any Settlement of any Transaction only if Counterparty represents and warrants to Dealer in the Settlement Notice containing such
election that, as of the date of such Settlement Notice, (A) Counterparty is not aware of any material nonpublic information concerning itself or the Shares, (B) Counterparty is electing the settlement method and designating the First
Unwind Date specified in such Settlement Notice in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision
of the federal securities laws, (C) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)),
(D) Counterparty would be able to purchase a number of Shares equal to the greater of (x) the number of Settlement Shares designated in such Settlement Notice and (y) a number of Shares with a value as of the date of such Settlement
Notice equal to the product of (I) such number of Settlement Shares and (II) the applicable Relevant Forward Price for such Cash Settlement or Net Share Settlement in compliance with the laws of Counterparty's jurisdiction of
organization and (E) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law or regulation applicable to Counterparty, or any order or judgment of any court or other agency of
government applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect
and all conditions of any such consents have been complied with; and
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(iii) Notwithstanding any election to the contrary in any Settlement Notice, Physical Settlement shall be applicable for any Settlement of any Transaction:
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(A) to all of the Settlement Shares designated in such Settlement Notice if, at any time from the date such Settlement Notice is received by Dealer until the related First Unwind
Date, inclusive, (I) the trading price per Share on the Exchange (as determined by Dealer in good faith and in a commercially reasonable manner) is below the Threshold Price or (II) Dealer determines, in its good faith and
commercially reasonable judgment, that it would, after using commercially reasonable efforts, be unable to purchase a number of Shares in the market sufficient to unwind a commercially reasonable hedge position in respect of the
portion of the Transaction represented by such Settlement Shares and satisfy its delivery obligation hereunder, if any, by the Maturity Date (x) in a manner that (A) would, if Dealer were Counterparty or an affiliated purchaser of
Counterparty, be subject to the safe harbor provided by Rule 10b-18(b) under the Exchange Act and (B) based on advice of counsel, would not raise material risks under applicable securities laws or (y) due to the lack of sufficient
liquidity in the Shares (each, a “Trading Condition”); or
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(B) to all or a portion of the Settlement Shares designated in such Settlement Notice if, on any day during the relevant Unwind Period, (I) the trading price per Share on the Exchange
(as determined by Dealer in good faith and in a commercially reasonable manner) is below the Threshold Price for two (2) or more Exchange Business Days or (II) Dealer determines, in its good faith and commercially reasonable judgment
or based on advice of counsel, as applicable, that a Trading Condition has occurred with respect to such Transaction, in which case the provisions set forth below in the fourth paragraph opposite “Early Valuation” shall apply as if
such day were the Early Valuation Date for such Transaction and (x) for purposes of clause (i) of such paragraph, such day shall be the last Unwind Date of such Unwind Period and the “Unwound Shares” shall be calculated to, and
including, such day and (y) for purposes of clause (ii) of such paragraph, the “Remaining Shares” shall be equal to the number of Settlement Shares designated in such Settlement Notice minus
the Unwound Shares determined in accordance with clause (x) of this sentence.
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Threshold Price:
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For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be 20% of the Initial Forward Price for such Transaction.
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Electing Party:
|
Counterparty
|
Settlement Method Election
Date:
|
With respect to any Settlement of any Transaction, the 3rd Scheduled Trading Day immediately preceding (x) the Valuation
Date for such Transaction, in the case of Physical Settlement, or (y) the First Unwind Date for such Transaction, in the case of Cash Settlement or Net Share Settlement.
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Default Settlement Method:
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Physical Settlement
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Physical Settlement:
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Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date for any Settlement of any Transaction, Dealer shall pay to Counterparty an amount equal to the Forward Price for such
Transaction on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any
Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from,
and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an
amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.
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Settlement Date:
|
For any Settlement of any Transaction, the Valuation Date for such Settlement.
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Net Share Settlement:
|
On the Net Share Settlement Date for any Settlement of any Transaction to which Net Share Settlement is applicable, if the Net Share Settlement Amount for such Settlement is greater than zero,
Counterparty shall deliver a number of Shares equal to such Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if such Net Share Settlement Amount is less than zero, Dealer shall deliver a number of
Shares equal to the absolute value of such Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with such Net Share Settlement
Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in such Net Share Settlement Amount but not delivered due to rounding required hereby,
valued at the relevant Settlement Price.
|
Net Share Settlement Date:
|
For any Settlement of any Transaction to which Net Share Settlement is applicable, the date that follows the Valuation Date for such Settlement by one Settlement Cycle.
|
Net Share Settlement Amount:
|
For any Settlement of any Transaction to which Net Share Settlement is applicable, an amount equal to the Forward Cash Settlement Amount for such Settlement divided by
the Settlement Price for such Settlement.
|
Forward Cash Settlement
Amount:
|
Notwithstanding Section 8.5(c) of the Equity Definitions, the Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement of any Transaction shall be equal to (i) the number of
Settlement Shares for such Settlement multiplied by (ii) an amount equal to (A) the Settlement Price for such Settlement minus (B) the Relevant
Forward Price for such Settlement.
|
Relevant Forward Price:
|
For any Cash Settlement of any Transaction, the arithmetic average of the Forward Prices for such Transaction on each Unwind Date relating to such Settlement.
|
For any Net Share Settlement of any Transaction, the weighted average of the Forward Prices for such Transaction on each Unwind Date relating to such Settlement (weighted based on the number of Shares
purchased by Dealer or its agent or affiliate on each such Unwind Date in connection with unwinding its commercially reasonable hedge position in connection with such Settlement, as determined by the Calculation Agent).
|
|
Settlement Price:
|
For any Cash Settlement of any Transaction, the arithmetic average of the 10b-18 VWAP on each Unwind Date relating to such Settlement, plus a commercially
reasonable amount determined by the Calculation Agent in good faith that in no event will exceed USD 0.02 per Share.
|
For any Net Share Settlement of any Transaction, the weighted average price of the purchases of Shares made by Dealer (or its agent or affiliate) during the Unwind Period for such Settlement in
connection with unwinding its commercially reasonable hedge position relating to such Settlement (weighted based on the number of Shares purchased by Dealer or its agent or affiliate on each Unwind Date in connection with unwinding
its commercially reasonable hedge position in connection with such Settlement, as determined by the Calculation Agent), plus a commercially reasonable amount determined by the Calculation
Agent in good faith that in no event will exceed USD 0.02 per Share.
|
|
10b-18 VWAP:
|
For any Exchange Business Day, as reasonably determined by the Calculation Agent based on the composite 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any
extensions thereof) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New
York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “EGP <Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported
on such Exchange Business Day for any reason or is, in the Calculation Agent’s reasonable determination, erroneous, such 10b-18 VWAP shall be determined by the Calculation Agent in a good faith and commercially reasonable manner. For
purposes of calculating the 10b-18 VWAP for such Exchange Business Day, the Calculation Agent will include only those trades that are reported during the period of time during which Counterparty could purchase its own shares under
Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Exchange Act (such trades, “Rule 10b-18 eligible transactions”).
|
Unwind Activities:
|
The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period in connection with unwinding its commercially reasonable hedge position in respect of each
Transaction shall be determined by Dealer in a commercially reasonable manner. Without limiting the generality of the foregoing, in the event that Dealer concludes, in its good faith, reasonable discretion based on advice of counsel,
that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily
adopted by Dealer) (a “Regulatory Disruption”), for it to refrain from purchasing Shares in connection with unwinding its commercially reasonable hedge position in respect of such Transaction on
any Scheduled Trading Day that would have been an Unwind Date but for the occurrence of a Regulatory Disruption, Dealer shall notify Counterparty in writing that a Regulatory Disruption has occurred on such Scheduled Trading Day with
respect to such Transaction, and Dealer shall, in its good faith, reasonable discretion based on advice of counsel and subject to applicable legal, regulatory and self-regulatory requirements and related policies and procedures of
Dealer (in the case of policies and procedures, so long as such policies and procedures have been adopted by Dealer in good faith and are consistently applied in similar situations to transactions like the Transactions hereunder),
specify the nature of such Regulatory Disruption. For the avoidance of doubt, such Scheduled Trading Day shall not be an Unwind Date for such Transaction and such Regulatory Disruption shall be deemed to be a Market Disruption Event;
provided that Dealer may exercise its right to suspend under this sentence only in good faith and based on advice of counsel in relation to events or circumstances that are not the result of
actions of it or any of its Affiliates that are taken with the intent to avoid its obligations under the Transactions.
|
Relevant Settlement Date:
|
For any Settlement of any Transaction, the Settlement Date, Cash Settlement Payment Date or Net Share Settlement Date for such Settlement, as the case may be.
|
Other Applicable Provisions:
|
To the extent Dealer is obligated to deliver Shares under any Transaction, the provisions of Sections 9.2 (last sentence only), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable
as if “Physical Settlement” applied to such Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any
representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.
|
Share Adjustments:
|
|
Potential Adjustment Events:
|
An Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, a cash dividend on the Shares that differs from expected dividends as of the first Trading Day of
the Forward Hedge Selling Period for such Transaction shall not be a Potential Adjustment Event under Section 11.2(e)(vii) of the Equity Definitions with respect to such Transaction.
|
Extraordinary Dividend:
|
For any Transaction, any dividend or distribution on the Shares with an ex-dividend date occurring on any day following the first Trading Day of the Forward Hedge Selling Period for such Transaction
(other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (ii) a regular, quarterly cash dividend in an amount equal to or less than the Regular
Dividend Amount for such calendar quarter for such Transaction that has an ex-dividend date no earlier than the Forward Price Reduction Date occurring in the relevant quarter for such Transaction).
|
Regular Dividend Amount:
|
For each Transaction and for each calendar quarter, the amount set forth under the heading “Regular Dividend Amount” in the Transaction Notice for such Transaction and for such calendar quarter, as
specified in Schedule I to the Supplemental Confirmation for such Transaction.
|
Method of Adjustment:
|
Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof.
|
Extraordinary Events:
|
|
Extraordinary Events:
|
The consequences that would otherwise apply under Article 12 of the Equity Definitions to any applicable Extraordinary Event (excluding any Failure to Deliver, Increased Cost of Hedging, Increased Cost
of Stock Borrow or any Extraordinary Event that also constitutes a Bankruptcy Termination Event, but including, for the avoidance of doubt, any other applicable Additional Disruption Event) shall not apply.
|
Tender Offer:
|
Applicable; provided that Section 12.1(d) of the Equity Definitions shall be amended by replacing the reference therein to “10%” with a reference to “20%”.
|
Delisting:
|
In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately
re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on
any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
|
Additional Disruption Events:
|
|
Change in Law:
|
Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without
limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or
regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any
similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for
the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the words “the
interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect
termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided
further, that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (a) adding the phrase “and/or Hedge Positions” after the word “Shares” in clause (X) thereof and (b) adding immediately following the word
“Transaction” in clause (X) thereof, the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.
|
Failure to Deliver:
|
Applicable
|
Hedging Disruption:
|
Applicable
|
Increased Cost of Hedging:
|
Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii)
deleting the third and fourth sentences thereof. For the avoidance of doubt, for each Transaction, Increased Cost of Hedging shall apply from the beginning of the Forward Hedge Selling Period for such Transaction.
|
Increased Cost of Stock Borrow:
|
Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii)
deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, for each Transaction, Increased Cost of Stock Borrow shall apply from the beginning of the Forward Hedge Selling Period for such Transaction.
|
Initial Stock Loan Rate:
|
For each Transaction, as specified in the Supplemental Confirmation for such Transaction.
|
Loss of Stock Borrow:
|
Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its
entirety, (ii) adding the word “satisfactory” immediately before the term “Lending Party” in clause (B) thereof and (iii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the
Hedging Shares or” in the second sentence thereof. For the avoidance of doubt, for each Transaction, Loss of Stock Borrow shall apply from the beginning of the Forward Hedge Selling Period for such Transaction.
|
Maximum Stock Loan Rate:
|
For each Transaction, as specified in the Supplemental Confirmation for such Transaction.
|
Hedging Party:
|
For all applicable Additional Disruption Events, Dealer.
|
Determining Party:
|
For all applicable Extraordinary Events, Dealer; provided that all calculations and adjustments by the Determining Party shall be made in good faith and in a commercially reasonable manner.
|
Early Valuation:
|
|
Early Valuation:
|
For any Transaction, notwithstanding anything to the contrary herein, in the Agreement, in any Supplemental Confirmation or in the Equity Definitions, at any time (x) following the occurrence of a
Hedging Event with respect to such Transaction, the declaration by Issuer of an Extraordinary Dividend, or an ISDA Event with respect to such Transaction or (y) if an Excess Section 13 Ownership Position, an Excess NYSE Ownership
Position or an Excess Regulatory Ownership Position exists, Dealer (or, in the case of such an ISDA Event that is an Event of Default or Termination Event, the party entitled to designate an Early Termination Date in respect of such
event pursuant to Section 6 of the Agreement) shall have the right to designate any Scheduled Trading Day to be the “Early Valuation Date” for such Transaction, in which case the provisions set forth in this “Early Valuation” section
shall apply to such Transaction, in the case of an Event of Default or Termination Event, in lieu of Section 6 of the Agreement. For the avoidance of doubt, any amount calculated pursuant to this “Early Valuation” section as a result
of an Extraordinary Dividend shall not be adjusted by the value associated with such Extraordinary Dividend.
|
Dealer represents and warrants to and agrees with Counterparty that (i) based upon advice of counsel, Dealer (A) does not know of the existence on the first Trading Day of the relevant Forward Hedge
Selling Period of an Excess Section 13 Ownership Position, an Excess NYSE Ownership Position or an Excess Regulatory Ownership Position and (B) based on reasonable internal inquiry in the ordinary course of Dealer’s business does not
know on the first Trading Day of the relevant Forward Hedge Selling Period of any event or circumstance that will cause the occurrence of an Excess Section 13 Ownership Position, an Excess NYSE Ownership Position or an Excess
Regulatory Ownership Position on any day during the term of each Transaction; and (ii) Dealer will not knowingly cause the occurrence of an Excess Section 13 Ownership Position, an Excess NYSE Ownership Position or an Excess
Regulatory Ownership Position on any day during the term of any Transaction for the purpose, in whole or in part, of causing the occurrence of an Early Valuation Date.
|
|
If an Early Valuation Date for a Transaction occurs on a date that is not during an Unwind Period for such Transaction, then such Early Valuation Date shall be a Valuation Date for a Physical Settlement
of such Transaction, and the number of Settlement Shares for such Settlement shall be the Number of Shares on such Early Valuation Date; provided that Dealer may in its sole discretion permit
Counterparty to elect Cash Settlement or Net Share Settlement in respect of such Transaction. Notwithstanding anything to the contrary in this Master Confirmation, any Supplemental Confirmation, the Agreement or the Equity
Definitions, if Dealer designates an Early Valuation Date with respect to a Transaction following the occurrence of an ISDA Event and such Early Valuation Date is to occur before the date that is one Settlement Cycle after the last
day of the Forward Hedge Selling Period for such Transaction, then, for purposes of such Early Valuation Date, (i) a Supplemental Confirmation relating to such Transaction shall, notwithstanding the provisions under Section 3 below,
be deemed to be effective; and (ii) the Forward Price shall be deemed to be the Initial Forward Price (calculated assuming that the last Trading Day of such Forward Hedge Selling Period were the day immediately following the date
Dealer so notifies Counterparty of such designation of an Early Valuation Date for purposes of such Early Valuation Date).
|
|
If an Early Valuation Date for a Transaction occurs during an Unwind Period for such Transaction, then (i) (A) the last Unwind Date of such Unwind Period shall be deemed to be such Early Valuation Date,
(B) a Settlement shall occur in respect of such Unwind Period, and the Settlement Method elected by Counterparty in respect of such Settlement shall apply, and (C) the number of Settlement Shares for such Settlement shall be the
number of Unwound Shares for such Unwind Period on such Early Valuation Date, and (ii) (A) such Early Valuation Date shall be a Valuation Date for an additional Physical Settlement of such Transaction (provided that Dealer may in its commercially reasonable discretion elect that the Settlement Method elected by Counterparty for the Settlement described in clause (i) of this sentence shall apply) and (B) the number
of Settlement Shares for such additional Settlement shall be the number of Remaining Shares on such Early Valuation Date.
|
Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. | |
ISDA Event:
|
(i) Any Event of Default or Termination Event, other than an Event of Default or Termination Event that also constitutes a Bankruptcy Termination Event, that gives rise to the right of either party to
designate an Early Termination Date pursuant to Section 6 of the Agreement or (ii) the bona fide public announcement of any event or transaction on or after the first Trading Day of the Forward Hedge Selling Period for such
Transaction that, if consummated, would result in a Merger Event, Tender Offer, Nationalization, Delisting or Change in Law, in each case, as determined by the Calculation Agent.
|
Amendment to Merger Event:
|
Section 12.1(b) of the Equity Definitions is hereby amended by deleting the remainder of such Section beginning with the words “in each case if the Merger Date is on or before” in the fourth to last
line thereof and replacing such deleted language with the words, "the Valuation Date".
|
Hedging Event:
|
In respect of any Transaction, the occurrence of any of the following events on or following the first Trading Day of the Forward Hedge Selling Period: (i)(x) a Loss of Stock Borrow in connection with
which Counterparty does not refer the Hedging Party to a satisfactory Lending Party that lends Shares in the amount of the Hedging Shares within the required time period as provided in Section 12.9(b)(iv) of the Equity Definitions or
(y) a Hedging Disruption, (ii)(A) an Increased Cost of Stock Borrow or (B) an Increased Cost of Hedging in connection with which, in the case of sub-clause (A) or (B), Counterparty does not elect, and so notify the Hedging Party of
its election, in each case, within the required time period to either amend such Transaction pursuant to Section 12.9(b)(v)(A) or Section 12.9(b)(vi)(A) of the Equity Definitions, as applicable, or pay an amount determined by the
Calculation Agent that corresponds to the relevant Price Adjustment pursuant to Section 12.9(b)(v)(B) or Section 12.9(b)(vi)(B) of the Equity Definitions, as applicable, or (iii) the occurrence of a Market Disruption Event during an
Unwind Period for such Transaction and the continuance of such Market Disruption Event for at least eight Scheduled Trading Days. In respect of any Transaction, if a Hedging Event occurs with respect to such Transaction on or after
the first Trading Day of the Forward Hedge Selling Period (as each such term is defined in the Sales Agreement) for such Transaction and prior to the Trade Date for such Transaction, the Calculation Agent may reduce the Initial
Forward Price to account for such Hedging Event and any costs or expenses incurred by Dealer as a result of such Hedging Event.
|
Remaining Shares:
|
For any Transaction, on any day, the Number of Shares for such Transaction as of such day (or, if such day occurs during an Unwind Period for such Transaction, the Number of Shares for such Transaction
as of such day minus the Unwound Shares for such Transaction for such Unwind Period on such day).
|
Unwound Shares:
|
For any Transaction, for any Unwind Period in respect of such Transaction on any day, the aggregate number of Shares with respect to which Dealer has unwound its commercially reasonable hedge position
in respect of such Transaction in connection with the related Settlement as of such day.
|
Acknowledgements:
|
|
Non-Reliance:
|
Applicable
|
Agreements and
Acknowledgements Regarding
Hedging Activities:
|
Applicable
|
Additional Acknowledgements:
|
Applicable
|
Transfer:
|
Notwithstanding anything to the contrary in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Dealer under any Transaction, in
whole or in part, to (a) an affiliate of Dealer whose obligation is guaranteed by Dealer or Dealer’s ultimate parent or (b) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of
Dealer at the time of transfer without the consent of Counterparty; provided that, at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers,
privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI with respect to any payments or deliveries under the Agreement; provided further that
(x) Counterparty will neither (1) be required to pay, nor is there a material likelihood that it would be required to pay, an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement, nor (2)
receive a payment, nor is there a material likelihood that it would receive a payment, from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required
to pay an additional amount, in either case as a result of such transfer or assignment and (y) no Event of Default or Potential Event of Default shall have occurred with respect to either party solely as a result of such transfer and
assignment.
|
Calculation Agent:
|
Dealer; provided that, following the occurrence of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole
Defaulting Party, Counterparty shall have the right to select a leading dealer in the market for U.S. corporate equity derivatives to replace Dealer as Calculation Agent, and the parties shall work in good faith to execute any
appropriate documentation required by such replacement Calculation Agent.
|
All calculations and determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner; provided that following
any determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will, within a commercially reasonable period of time, but in any event no later than five (5) Exchange
Business Days following such request, provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial
data) displaying in reasonable detail the basis for such determination or calculation, as the case may be; provided further, that Dealer shall not be required to disclose any proprietary or
confidential models of Dealer or any information that is proprietary or subject to contractual, legal or regulatory obligations to not disclose such information.
|
|
Counterparty Payment
Instructions:
|
To be provided by Counterparty
|
Dealer Payment Instructions:
|
[________________]
|
[________________]
|
|
[________________]
|
|
[________________]
|
|
Counterparty’s Contact Details
for Purpose of Giving Notice:
|
To be provided by Counterparty
|
Dealer’s Contact Details for
Purpose of Giving Notice:
|
[________________]
[________________]
|
[________________]
|
|
Attention: [________________]
|
|
Telephone: [____________]
|
|
Facsimile: [____________]
|
|
Email: [_________]@[______].com
|
1
|
NTD: Dealers to confirm.
|
2
|
NTD: Dealer to confirm.
|
3
|
NTD: Dealer to confirm.
|
4
|
NTD: Dealer to confirm.
|
Yours faithfully,
|
||
[DEALER]
|
||
By:
|
||
Name:
|
||
Title:
|
EASTGROUP PROPERTIES, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
To:
|
EastGroup Properties, Inc.
|
||
A/C:
|
[_________]
|
||
From:
|
[Dealer]
|
||
Re:
|
Issuer Share Forward Sale Transaction
|
||
Ref. No:
|
[_________]
|
||
Date:
|
[_________], 20[__]
|
Trade Date:
|
[_______], 20[__]
|
Effective Date:
|
[_______], 20[__]
|
Maturity Date:
|
[_______], 20[__]
|
Number of Shares:
|
[________]
|
Initial Forward Price:
|
USD [____]
|
Spread:
|
[_.__]%
|
Volume-Weighted Hedge Price:
|
USD [____]
|
Initial Stock Loan Rate:
|
[___] basis points per annum
|
Maximum Stock Loan Rate:
|
[___] basis points per annum
|
Threshold Price:
|
USD [____]
|
Yours faithfully,
|
||
[DEALER]
|
||
By:
|
||
Name:
|
||
Title:
|
EASTGROUP PROPERTIES, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
Forward Price Reduction Date:
|
Forward Price Reduction Amount:
|
||
[______], 20[__]
|
USD[___]
|
||
[______], 20[__]
|
USD[___]
|
||
[______], 20[__]
|
USD[___]
|
||
……..
|
……..
|
||
[______], 20[__]
|
USD[___]
|
For any calendar quarter ending on or prior to [December 31, 20[__]]:
|
USD[___]
|
||
For any calendar quarter ending after [December 31, 20[__]]:
|
USD[___]
|
Very truly yours,
|
|
/s/ Goodwin Procter LLP
|
|
GOODWIN PROCTER LLP
|
Document and Entity Information |
Oct. 25, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 25, 2024 |
Entity File Number | 1-07094 |
Entity Registrant Name | EASTGROUP PROPERTIES, INC. |
Entity Central Index Key | 0000049600 |
Entity Incorporation, State or Country Code | MD |
Entity Tax Identification Number | 13-2711135 |
Entity Address, Address Line One | 400 W. Parkway Place |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Ridgeland |
Entity Address, State or Province | MS |
Entity Address, Postal Zip Code | 39157 |
City Area Code | 601 |
Local Phone Number | 354-3555 |
Title of 12(b) Security | Common stock, $0.0001 par value per share |
Trading Symbol | EGP |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
1 Year Eastgroup Properties Chart |
1 Month Eastgroup Properties Chart |
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