Common use of Escrow of Proceeds; Special Mandatory Redemption Clause in Contracts

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) In the event that (x) the Company has not delivered the Spin an Escrow Certificate to the Trustee Escrow Agent and the Escrow Agent Trustee prior to 11:59 p.m. (New York City time) on or prior to April 252, 2023 2022 (the date that is six nine months after the Issue Date with respect to the NotesDate), (y) the Escrowed Property is released to the Company or to such other Person person as the Company directs but the Merger and the distribution are is 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”).