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”).
(b) In the event that the Company becomes obligated to redeem the Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Event, deliver to the Trustee and the Escrow Agent notice (the date on which such notice is delivered, the “Special Mandatory Redemption Notice Date”) of the Special Mandatory Redemption and the date upon which such Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the third Business Day following the Special Mandatory Redemption Notice Date) and to the Trustee a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. Upon delivery by the Company to the Trustee of the notice of Special Mandatory Redemption, the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address (so long as such notice is delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree)...
Escrow of Proceeds; Special Mandatory Redemption. (a) Except as set forth in subparagraph (b) of this Section 3.08, Section 4.12 and Section 4.17 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.
(b) In the event the conditions precedent to the release to the Company of the Escrowed Funds (as defined in the Escrow Agreement) are not satisfied on or prior to December 31, 2003 or the Acquisition Agreement is terminated at any time prior thereto, the Company shall redeem the Notes at a redemption price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. Not later than the next Business Day following December 31, 2003 or following the date the Acquisition Agreement is terminated, as applicable, the Company shall mail or cause to be mailed, by overnight air courier, a notice of special mandatory redemption to each Holder and will redeem the Notes not later than five Business Days following the date of the notice of special mandatory redemption.
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”).
(b) The Notes shall be subject to a special mandatory redemption in the event the conditions to the release of the Escrow Funds, in accordance with the Escrow Agreement, are not met on or prior to July 11, 2007 or the Merger Agreement is terminated at any time prior thereto. Notwithstanding any other provision of this Article Three, if such an event occurs, the Company shall cause the notice of special mandatory redemption to be mailed to each Holder no later than the third Business Day following July 11, 2007 or following the date the Merger Agreement is terminated, as applicable, and the Notes shall be redeemed with the Escrow Funds five Business Days following the date of such notice of redemption is mailed.
(c) Failure to redeem the Notes when required pursuant to Section 3.07(b) will constitute an Event of Default with respect to the Notes.
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) Except as set forth in clause (b) of this Section 3.08 or under Sections 4.10 and 4.15 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.
(b) In accordance with the terms and conditions of the Escrow Agreement, and using the Deposit, Escrow Corp. shall redeem all and not less than all of the Initial Notes on November 8, 2003, or such earlier date as Escrow Corp. shall elect (the "Special Mandatory Redemption Date"), if the Escrow Corp. Merger has not occurred on or prior to the Special Mandatory Redemption Date, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon through and including the Special Mandatory Redemption Date or through November 6, 2003 in the event the Special Mandatory Redemption Date is November 7 or November 8, 2003. Upon the closing of the Escrow Corp. Merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b) shall be null and void. The Special Mandatory Redemption Date shall be no more than two days after the date on which the parties to the Escrow Agreement decide to terminate the Escrow Agreement.
Escrow of Proceeds; Special Mandatory Redemption. (a) On the date of this Indenture, the Company shall enter into the Escrow Agreement for the ratable benefit of the Holders of the Notes and shall deposit the net proceeds from the offering of the Initial Notes into escrow.
(b) If the closing of the Cameron Highway Acquisition does not occur on or prior to the Outside Date, or if the purchase and sale agreement is terminated at any time prior thereto, the Company shall redeem the Notes (the “Special Mandatory Redemption”), upon not less than one Business Day’s and no more than ten Business Days’ notice, at the Special Mandatory Redemption Price.
(c) If the closing of the Cameron Highway Acquisition occurs on or prior to the Outside Date, then upon closing, the funds in escrow will be released to the Company in accordance with the Escrow Agreement. The Company shall use those proceeds to fund a portion of the purchase price for the Cameron Highway Acquisition. Pending release of the funds in the escrow account, the funds will be invested in Government Securities as provided in the escrow agreement.
(d) The Company shall be entitled to direct the Escrow Agent to release the escrowed funds from the escrow account only in accordance with the Escrow Agreement.
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.
(b) In accordance with the terms and conditions of the Escrow Agreement, and using the Deposit, Horizon PCS Escrow Company shall redeem all and not less than all of the Initial Notes on (i) November 18, 2004, if the Mergers have not occurred on or prior to November 16, 2004, or (ii) such earlier date as Horizon PCS Escrow Company shall elect (the "Special Mandatory Redemption Date"), in either case, at a redemption price equal to 100% of the gross proceeds from the issuance of the Notes, plus accrued and unpaid interest thereon through but not including November 16, 2004 or at such time the Escrow Agreement is terminated. If the Mergers have not occurred on or prior to November 16, 2004, the Special Mandatory Redemption Date is November 18, 2004. Upon the closing of the Mergers on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b) shall be null and void. The Special Mandatory Redemption Date shall be no more than two Business Days after the date on which the parties to the Escrow Agreement decide to terminate the Escrow Agreement.
Escrow of Proceeds; Special Mandatory Redemption. The provisions governing the Escrowed Property and Special Mandatory Redemption are set forth in Section 5.09 of the Indenture.
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.
(b) In accordance with the terms and conditions of the Escrow Agreement, and using the Deposit, iPCS Escrow Company shall redeem all and not less than all of the Initial Notes on (i) August 31, 2004, if the Merger has not occurred prior to August 28, 2004, or (ii) such earlier date as iPCS Escrow Company shall elect (the "Special Mandatory Redemption Date"), in either case, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon through but not including the Special Mandatory Redemption Date. If the Merger has not occurred prior to August 28, 2004, the Special Mandatory Redemption Date is August 31, 2004. Upon the closing of the merger on or before the Special Mandatory Redemption Date, the foregoing provisions of this Section 3.08(b) shall be null and void. The Special Mandatory Redemption Date shall be no more than two Business Days after the date on which the parties to the Escrow Agreement decide to terminate the Escrow Agreement.
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.
