Escrow of Proceeds; Special Mandatory Redemption. The Notes are subject to the provisions of an Escrow Agreement among the Issuers, U.S. Bank National Association, as escrow agent and the Trustee. The Notes will be subject to a Special Mandatory Redemption (the “Special Mandatory Redemption”) whereby the Issuers will redeem all of the Notes at a price equal to 100.0% of the initial issue price of the Notes plus accrued and unpaid interest from the Issue Date up to, but not including, the Special Mandatory Redemption Date in the event that (a) the Closing Date does not take place on or prior to November 21, 2013 (the “Outside Date”), (b) at any time prior to the Outside Date, any conditions to the release of the proceeds are deemed by the Issuers to be incapable of being satisfied on or prior to the Outside Date or (c) at any time prior to the Outside Date, the Merger Agreement is terminated (any such event being a “Mandatory Redemption Event”). Notwithstanding any other provision of Section 5.9 of the Indenture, if such an event occurs, the Issuers will cause the notice of special mandatory redemption (the “Special Redemption Notice”) to be mailed within three Business Day following the Mandatory Redemption Event, to the Trustee and the Escrow Agent. Concurrently with the delivery of the Special Redemption Notice, the Issuers will request the Trustee to, at the Issuers’ expense, mail (by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC) a notice that a Special Mandatory Redemption is to occur. Within three Business Days after the Trustee’s mailing of such notice of a Mandatory Redemption Event, the Issuers will perform the Special Mandatory Redemption (the date of such redemption, the “Special Mandatory Redemption Date”). If the proceeds from the sale of the Notes have not been released to the Issuers in accordance with the Escrow Agreement and a Special Redemption Notice is not delivered to the Escrow Agent by 1:00 p.m. (Eastern Time) on the Outside Date, then the Escrow Agent will, at 2:00 p.m. (Eastern Time) on the Outside Date, release the Escrowed Funds to the Trustee to effect the Special Mandatory Redemption. Any amounts remaining after the making of the Special Mandatory Redemption and payment of any other amounts required under the Escrow Agreement or under this Indenture will be returned by the Trustee to the Issuers. Upon release of the proceeds from the sale of the Notes to the Issuers in accordance with the Escrow Agreement, the Initia...
Escrow of Proceeds; Special Mandatory Redemption. (a) On the Issue Date, the Company shall enter into the Escrow Agreement for the ratable benefit of the Holders of the Securities and shall deposit the net proceeds from the offering of the Securities into escrow.
Escrow of Proceeds; Special Mandatory Redemption. (a) In the event that (x) the Company has not delivered the Spin Certificate to the Trustee and the Escrow Agent prior to 11:59 p.m. (New York City time) on or prior to April 25, 2023 (the date that is six months after the Issue Date with respect to the Notes), (y) the Escrowed Property is released to the Company or to such other Person as the Company directs but the Merger and the distribution are not consummated at or prior to 11:59 p.m. (New York City time) on the fifth Business Day following the date on which such Escrowed Property is so released or (z) the Company notifies the Escrow Agent and the Trustee in writing that the Company will not pursue the Merger and the distribution (the earliest such event described in clause (x), (y) or (z), if any, the “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”).
Escrow of Proceeds; Special Mandatory Redemption. (a) Except as set forth in clause (b) of this Section 3.08, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.
Escrow of Proceeds; Special Mandatory Redemption. (a) Upon closing of the initial purchase and sale of the Notes, (i) the Initial Purchasers will deposit with the Escrow Agent pursuant to the Escrow Agreement, the proceeds from the sale of the Initial Notes and (ii) the Issuers (or one or more of their Affiliates) will deposit with the Escrow Agent funds sufficient to pay interest with respect to the Notes up to, but not including, the last possible Special Mandatory Redemption Date ((i) and (ii), collectively the “Escrowed Funds”).
Escrow of Proceeds; Special Mandatory Redemption. (a) If the Issue Date occurs prior to the Acquisition Date, the Issuers shall deposit with the Escrow Agent the gross proceeds from the sale of the Initial Notes and affiliates of BHI Investment, LLC shall deposit with the Escrow Agent additional amounts in cash or Treasury Securities (as defined in the Escrow Agreement) such that the escrowed funds are in an amount sufficient to redeem, on the latest possible redemption date pursuant to the procedures set forth in the Escrow Agreement, in cash all the Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest on the Notes to such redemption date (the “Escrow Funds”).
Escrow of Proceeds; Special Mandatory Redemption. (a) The Company shall deposit with the Escrow Agent the gross proceeds from the sale of the Initial Notes plus an amount in cash such that the escrowed funds are in an amount sufficient to redeem, on the latest possible redemption date pursuant to the procedures set forth in the Escrow Agreement, in cash the Notes at a redemption price equal to 100.00% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on the Notes to such redemption date (the “Escrow Funds”).
Escrow of Proceeds; Special Mandatory Redemption. (a) The Issuers shall deposit with the Escrow Agent the gross proceeds from the sale of the Initial Notes and affiliates of BHI Investment, LLC shall deposit with the Escrow Agent additional amounts in cash or Treasury Securities (as defined in the Escrow Agreement) such that the escrowed funds are in an amount sufficient to (i) make all interest payments due and payable on the Notes while the gross proceeds of the sale of the Initial Notes are in escrow, and (ii) redeem the Notes at a price equal to 98.846% of the aggregate principal amount of the Notes plus accrued and unpaid interest (the “Escrow Funds”).
Escrow of Proceeds; Special Mandatory Redemption. The Issuers will deposit the net proceeds from this offering into an escrow account pending closing of the Superior Acquisition. If the closing of the Superior Acquisition does not occur on or prior to December 19, 2011, or if the asset purchase agreement regarding the Superior Acquisition is terminated at any time on or prior to December 19, 2011, then the escrowed funds will be applied to the mandatory redemption of the notes at a price equal to (i) 100% of the initial offering price of the notes, if they are so mandatorily redeemed on or prior to November 18, 2011, or (ii) 101% of the initial offering price of the notes, if they are so mandatorily redeemed after November 18, 2011, in each case, plus accrued and unpaid interest to the redemption date. The funds in the escrow account will be released to the Issuers for use in funding the Superior Acquisition upon receipt by the escrow agent and the trustee of an officers’ certificate stating that the conditions to closing of the Superior Acquisition have been satisfied or are capable of being immediately satisfied other than conditions related to funding) and that the Superior Acquisition will occur substantially concurrently with the release of the escrowed funds.
Escrow of Proceeds; Special Mandatory Redemption. (a) On the date hereof, the gross proceeds of the Initial Notes shall be deposited by the Initial Purchasers thereof into the Escrow Account held by the Escrow Agent pursuant to the Escrow Agreement.
