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 Initial Notes will no longer be subject to a Special Mandatory Redemption pursuant to Section 5.9 or otherwise.
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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 Initial Notes will no longer be subject to a Special Mandatory Redemption pursuant to Section 5.9 or otherwise. Except as set forth in this paragraph 8 of this Note and Section 5.9 of the Indenture, the LLC Co-Issuer will not be required to make any other mandatory redemption or sinking fund payments with respect to the Notes.
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Escrow of Proceeds; Special Mandatory Redemption. The Notes are subject to the provisions of an Escrow Agreement among the IssuersEscrow Issuer and Xxxxx Fargo Bank, U.S. Bank National Association, as escrow agent Trustee and Escrow Agent. In the event that (i) the Escrow Agent and the Trustee. The Notes will be subject Trustee have not received a certificate in accordance with Section 6.2 of the Escrow Agreement prior to 5:00 p.m. (New York City time) on the Outside Date or (ii) the Escrow Agent and the Trustee receive, at any time prior to 5:00 p.m. (New York City time) on the Outside Date, a certificate from the Issuers executed by an authorized representative of each Issuer and certifying that the Acquisition Agreement has been terminated in accordance with its terms (any such event being a “Special Mandatory Redemption Event”), the Escrow Issuer shall redeem all of the Notes (the “Special Mandatory Redemption”) whereby the Issuers will redeem all of the Notes at a redemption price equal to 100.0100% of the initial issue price of the Notes plus accrued and unpaid interest from the Issue Date up toDate, but not including, to and excluding the date of 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 “Special Mandatory Redemption EventPrice”). Notwithstanding any other provision of Section 5.9 Notice of the Indenture, if such an event occurs, the Issuers will cause the notice occurrence of special mandatory redemption a Special Mandatory Redemption Event (the a “Special Redemption Notice”) to will be mailed by the Escrow Issuer within three Business Day Days following the occurrence of a Special Mandatory Redemption Event, to the Holders, the Trustee and the Escrow Agent. Concurrently with the delivery of the Special Redemption Notice, the Issuers will Escrow Issuer shall request the Trustee to, to mail in the Escrow Issuer’s name and at the Issuers’ expense, mail its expense (by first-class mail to each Holder’s registered address or otherwise in accordance with Applicable Procedures and with the procedures second paragraph of DTCSection 3.03 of the Indenture) a notice that a Special Mandatory Redemption is to occur; provided, that the Escrow Issuer shall have delivered to the Trustee, at least five Business Days prior to the Special Mandatory Redemption Date (unless such shorter time shall be agreed by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.03 of the Indenture. Within three Business Days (or such other minimum period as required by the Depositary) after the Trustee’s mailing of such notice of a Mandatory Redemption Eventhas been given, the Issuers will perform the Special Mandatory Redemption shall occur (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 Escrow Issuer in accordance with the Escrow Agreement, the Initial Notes will shall no longer be subject to a Special Mandatory Redemption pursuant to Section 5.9 or otherwise3.10 of the Indenture.
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Samples: Supplemental Indenture (Atlas Resource Partners, L.P.)
Escrow of Proceeds; Special Mandatory Redemption. The Notes are subject (a) In the event that (1) the Xxxxxxxx Acquisition is not completed on or before the Outside Date or (2) prior to the provisions of an Escrow Outside Date, the Membership Interest Purchase Agreement among is terminated or the Issuers, U.S. Bank National Association, as escrow agent Issuer notifies the Trustee and the Trustee. The Notes Escrow Agent or otherwise announces that the Membership Interest Purchase Agreement has been or will be subject to a terminated or that the Issuer has determined, in its reasonable judgment, that the Xxxxxxxx Acquisition will not otherwise be pursued or completed by the Outside Date (the earlier of such dates, the “Termination Date”), then the Escrow Issuer will, no later than three Business Days following the Termination Date (such date, the “Special Mandatory Redemption Date”), be required to redeem the Notes (the “Special Mandatory Redemption”) whereby the Issuers will redeem all of the Notes at a redemption price equal to 100.0% of the initial issue price aggregate principal amount of the Notes Notes, plus accrued and unpaid interest from the Issue Date up interest, if any, to, but not including, the Special Mandatory Redemption Date in (subject to the event that (a) right of holders of Notes of record on the Closing Date does not take place relevant record date to receive interest due on or prior to November 21, 2013 (the “Outside Date”), (b) at any time an interest payment date falling 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 “Special 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 Date) (the “Special Mandatory Redemption NoticePrice”) to ). Notice of the Special Mandatory Redemption will be mailed within three sent no later than the next Business Day following the Mandatory Redemption EventTermination Date to each holder of the Notes, to the Trustee and the Escrow Agent. Concurrently with the delivery Upon receipt of the notice of Special Redemption NoticeMandatory Redemption, the Issuers Escrow Agent will request liquidate a portion of the Trustee toEscrowed Property then held by it sufficient, as determined solely by the Escrow Issuer, to pay the Special Mandatory Redemption Price no later than the last Business Day prior to the Special Mandatory Redemption Date. If at the Issuers’ expense, mail (by first-class mail to each Holder’s registered address or otherwise in accordance with time the procedures notice of DTC) a notice that a Special Mandatory Redemption is delivered the aggregate value of the Escrowed Property is less than an amount equal 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 redemptionPrice, the “Escrow Issuer or the Company shall deposit or cause to be deposited into the Escrow Account, on the Business Day prior to the Special Mandatory Redemption Date”). If , an amount in cash equal to the proceeds from absolute value of such difference such that the sale amount of the Notes have not been released Escrowed Property will be sufficient 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 pay 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 Initial Notes will no longer be subject to a Special Mandatory Redemption pursuant to Section 5.9 or otherwisePrice.
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Escrow of Proceeds; Special Mandatory Redemption. The Notes are subject (a) In the event that (i) the Escrow Agent and the Trustee have not received an Escrow Release Officer’s Certificate pursuant to Section 5(a) of the Escrow Agreement prior to the provisions of Outside Date or (ii) prior to the Outside Date, the Company delivers an Escrow Agreement among Redemption Officer’s Certificate to the IssuersTrustee and the Escrow Agent pursuant to Section 5(b) of the Escrow Agreement, U.S. Bank National Associationthe Escrow Agent shall notify the Company and Trustee and, as escrow agent within one Business Day, in accordance with the terms of the Escrow Agreement, liquidate all Escrowed Property and release the Escrowed Property to the Trustee. The On the Business Day following (A) the Outside Date, in the case of clause (i) above or (B) the delivery of the Escrow Redemption Officer’s Certificate by the Company, in the case of clause (ii) above, the Company shall deliver notices (which it may send electronically, by mail or cause to be mailed by first-class mail, postage prepaid, in each case in the form of a notice of redemption substantially in the form attached as Exhibit D hereto) of redemption (with a copy to the Trustee and Escrow Agent) to each holder of Notes that the entire principal amount outstanding of the Notes shall be redeemed at the Escrow Redemption Price on (x) February 3, 2015, in the case of clause (i) above or (y) in the case of clause (ii) above, the day falling two Business Days after the delivery of the Escrow Redemption Officer’s Certificate (such date of redemption, the “Escrow Redemption Date”). On the Escrow Redemption Date, all of the Notes then outstanding will be subject to a Special Mandatory Redemption redeemed (such redemption, the “Special Mandatory Redemption”) whereby in whole at the Issuers Escrow Redemption Price using the Escrowed Property released to the Trustee in accordance with the first sentence of this Section 3.09. The Trustee will redeem all release to the Company any Escrowed Property remaining after redemption 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, for the Special Mandatory avoidance of doubt, if the Escrow 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 occurs 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 Escrowed Property that would have represented accrued and unpaid interest from, and including, such Escrow Redemption Date or (c) at any time prior to to, but excluding, the Outside Date) and payment of fees and expenses, the Merger Agreement is terminated (any such event being a “Mandatory Redemption Event”). Notwithstanding any other provision including those 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 Initial Notes will no longer be subject to a Special Mandatory Redemption pursuant to Section 5.9 or otherwisecounsel.
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