Escrow of Proceeds. (a) On the Issue Date, unless the Eden Acquisition shall have been consummated simultaneously with the consummation of the offering of the Notes, (i) the Issuer shall deposit (or cause to be deposited) in an escrow account maintained with The Bank of New York Mellon (the “Escrow Agent”) (such account referred to as the “Escrow Account”) (x) cash in the amount of €450,000,000, representing the gross proceeds from the offering of the Notes (the “Proceeds”) and (y) cash in the amount of €2,543,750, representing, when taken together with the amount of the Proceeds, an amount sufficient to fund a Special Mandatory Redemption of the Notes on July 31, 2016, if a Special Mandatory Redemption were to occur on such date, plus an amount equal to six (6) days of interest accrued on the Notes and (ii) the Issuer, the U.S. Trustee and the Escrow Agent shall enter into an Escrow Agreement to be dated as of the Issue Date (as such agreement may be amended, restated or otherwise modified, the “Escrow Agreement”).
(b) The Issuer agrees that (i) following the Issue Date, it shall deposit or cause to be deposited into the Escrow Account such additional amounts in cash as are required pursuant to Section 3 of the Escrow Agreement (the “Additional Deposits”); (ii) the terms of the Escrow Agreement shall control the conditions under which and procedures pursuant to which the Escrow Property (defined in the Escrow Agreement) shall be released; and (iii) it will only be entitled to direct the Escrow Agent to release the Escrow Property in accordance with the Escrow Agreement (in which case the Escrow Property will be paid to or as directed by the Issuer).
Escrow of Proceeds. On the Closing Date, the Company will deposit or cause to be deposited with the Escrow Agent an amount in cash, which, together with the net proceeds of the offering of the Notes deposited by the Initial Purchase hereof and the Escrow Agreement, is sufficient to redeem the Notes at the Special Redemption Price on July 9, 2015, pursuant to the terms of the Escrow Agreement.
Escrow of Proceeds. The Company shall deposit, or cause to be deposited, the net proceeds of the offering of the Notes issued on the Issue Date into the Escrow Account on the Issue Date and shall comply with the terms of the Escrow Agreement.
Escrow of Proceeds. Concurrently with the closing of the offering of the Notes on the Issue Date, the Initial Issuer will enter into an Escrow Agreement with The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, as the Escrow Agent, pursuant to which the Initial Issuer will deposit (or cause to be deposited) into an escrow account (the “Escrow Account”) an amount in cash equal to the gross proceeds of this offering of Notes (together with any earnings thereon and investments thereof, collectively the “Escrowed Funds”). The Initial Issuer will grant the Trustee, for the benefit of itself, the Escrow Agent and the Holders, a first-priority security interest in the Escrow Account and all deposits and investments therein to secure the Obligations under the Notes pending disbursement as set forth herein.
Escrow of Proceeds. On the Issue Date, and on or about the time of the issuance of the Notes, the Initial Purchasers, at the direction of the Company, shall, pursuant to the Escrow Agreement, deposit into a segregated escrow account (the “Escrow Account”) the gross proceeds of the offering of the Notes (collectively with the Escrow Account and any other property from time to time held in the Escrow Account, the “Escrowed Property”). The Company shall grant the Trustee, for the benefit of Holders of the Notes, a first-priority security interest in the Escrow Account in accordance with the terms of the Escrow Agreement.
Escrow of Proceeds. The aforesaid $16.35 million to $20.0 million purchase price for the GMI Stock shall be deposited with the Escrow Agent and released to the Xxxx/Xxxxxx Group only upon the closing (the “Plan Closing”) of the transactions contemplated by the Fourth Amended and Restated Joint Plan of Reorganization of the General Media Debtors, a copy of which has been made available to the Purchaser (the “Plan”).
Escrow of Proceeds. The proceeds from the sale of all of the Shares offered in the offering will be deposited into the Escrow Account. If the proceeds, in cleared funds, from the sale of a minimum of 500,000 Shares have not been deposited with the Escrow Agent within one year from the date of the Company's definitive Prospectus, the full amount paid will be refunded to the purchasers. No certificates evidencing the Shares will be issued unless and until the escrow amount has been deposited with the Escrow Agent, and such funds have been released and the net proceeds thereof delivered to the Company. If the escrow amount is deposited within the time period provided above, all amounts so deposited will be delivered to the Company except that the Underwriter may deduct its underwriting commissions from the proceeds of the offering prior to delivery of such proceeds to the Company. No commissions will be paid by the Company or commissions allowed by the Underwriter unless and until proceeds, in cleared funds, from the sale of at least 500,000 Shares, have been deposited with the Escrow Agent and such funds have been released and the net proceeds thereof delivered to the Company.
Escrow of Proceeds. Except as otherwise set forth in Section 4.20 of the Indenture with respect to Series B Second Lien Notes issued on the Series B Second Lien Notes Issue Date, all proceeds from the issuance of any Series B Second Lien Notes shall be deposited into an Escrow Account pursuant to the terms of the Pledge and Escrow Agreement, dated as of October 20, 2010, by and among the Issuer, as pledgors, The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the First Supplemental Indenture and any other Eligible Supplemental Indenture (as defined therein) that may be entered into, and The Bank of New York Mellon Trust Company, N.A., in its capacity as escrow agent thereunder. Prior to March 31, 2013, so long as no Event of Default has occurred and is continuing, the Issuer shall be permitted to request that funds be released from the Escrow Account and transferred to or at the direction of the Issuer only to fund the payment, repayment or prepayment of term loans outstanding under the TCEH Senior Secured Facilities or to repurchase principal amounts outstanding under the Issuer’s 10.25% Senior Notes due 2015, 10.25% Senior Notes due 2015, Series B or 10.50%/11.25% Senior Toggle Notes due 2016, and the Issuer shall not request that funds be released from the Escrow Account and transferred to or at the direction of the Issuer for any other purpose.
Escrow of Proceeds. 100 Section 13.02 Special Mandatory Redemption .................................................................................................... 100 Section 13.03 Release of Escrowed Property ...................................................................................................... 100 ARTICLE 14. MISCELLANEOUS
Escrow of Proceeds. On the Issue Date, and on or about the time of the issuance of the Notes, the Initial Purchasers, at the direction of the Company, shall, pursuant to the Escrow Agreement, deposit into a segregated escrow account (the “Escrow Account”) the gross proceeds of the offering of the Notes (collectively with the Escrow Account and any other property from time to time held in the Escrow Account, the “Escrowed Property”).
