Escrow Property. The Purchase Price and the Certificates delivered to the Escrow Agent as contemplated by Sections 1(c) and (d) hereof are referred to as the "Escrow Property."
Escrow Property. The Purchase Price and the Debentures and Warrants delivered to the Escrow Agent as contemplated by Sections 1(b) and (c) hereof are referred to as the "Escrow Property."
Escrow Property. The Purchase Price delivered to the Escrow Agent as contemplated by Section 1(d) hereof is referred to as the "Escrow Funds." The Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof are referred to as the "Escrow Property."
Escrow Property. The initial funds to be deposited with the Escrow Agent will be as follows:
(a) Concurrently with the execution and delivery hereof and the issuance of the Notes, as provided in the Underwriting Agreement, the Underwriters will deposit, or cause to be deposited, with the Escrow Agent $1,382,801,000 and the Grantor will deposit, or cause to be deposited, with the Escrow Agent $55,000,000, in each case in cash or by wire transfer in immediately available funds (together, the “Initial Deposit”), which amounts collectively represent an amount sufficient to redeem in cash the Notes at a special redemption price equal to 101% of the aggregate principal amount of the Notes as required by Section 4.2 of the Supplemental Indenture (the “Special Redemption Price”), plus accrued and unpaid interest on the Notes from the date of issuance of the Notes to, but excluding, April 3, 2014 (the “Outside Redemption Date” and such total amount, the “Outside Redemption Total Amount”).
(b) The Escrow Agent will accept the Initial Deposit and will hold such funds, all investments thereof, any Distributions (as hereinafter defined) and the proceeds of the foregoing in an escrow account (that shall be a Securities Account as defined in the Code) created by the Escrow Agent prior to or concurrently with the issuance of the Notes. Such escrow account will have account number 00000000 and shall be maintained by the Escrow Agent in the name of the Trustee (such account, together with any other account maintained by the Escrow Agent hereunder, the “Escrow Account”) for disbursement in accordance with the provisions hereof. The Trustee will be the entitlement holder with respect to the Escrow Account. The Grantor will not have any access to the Escrow Account or funds or investments credited thereto, other than the limited contractual right to receive the Escrow Property (as defined below) under the circumstances specified in Sections 1.04(d) and 1.05 hereof. The Initial Deposit, the Escrow Account and all funds or securities now or hereafter credited to the Escrow Account, all investments of any of the foregoing, plus all interest, dividends and other distributions and payments on any of the foregoing (collectively, the “Distributions”) received or receivable by the Escrow Agent in respect of any of the foregoing, together with all Security Entitlements (as defined in Section 8-102 of the Code) in respect thereof and proceeds of any of the foregoing are collectively referred to herein a...
Escrow Property. (a) The Shareholder hereby undertakes, agrees and covenants that, during the Protected Period and, as the case may be, the Extended Protected Period, the Shareholder will not Transfer or create or permit to subsist any Pledge upon the Escrow Property, without the prior written consent of VimpelCom.
(b) Notwithstanding anything to the contrary in the foregoing Sections, on the Closing Date the Shareholder shall deliver to the Escrow Agent share certificates representing the Escrow Shares pursuant to the Share Escrow Agreement. During the Protected Period and, as the case may be, the Extended Protected Period, the parties agree to cause the Escrow Property to be held in the Escrow Account in accordance with this Agreement and the Share Escrow Agreement.
(c) The Shareholder may replace at any time Escrow Shares with Substitute Assets, or any Substitute Assets held in the Escrow Account with other Substitute Assets, in each case as provided in the Share Escrow Agreement; provided that such Substitute Assets shall form a part of the Escrow Property held in the Escrow Account. VimpelCom agrees not to object to any Substitution Notice that is delivered by the Shareholder in accordance with this Section 2.2(c) and the other relevant provisions of this Agreement; provided, however, that VimpelCom shall be permitted to object to any Substitution Notice if (i) Weather II has not provided VimpelCom evidence or written representations to VimpelCom’s reasonable satisfaction that Weather II is the record and beneficial owner (if applicable) of such Substitute Assets and has good title to such Substitute Assets, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and any security interests and claims of any kind or nature, whatsoever, (ii) VimpelCom reasonably objects to the value assigned to the Substitute Assets as set forth in the Substitution Notice, as calculated pursuant to the procedures set forth in the Escrow Agreement or (iii) any proposed substitution using securities (as contemplated in sub-clause (iv) of the definition of “Substitute Assets” in the Share Escrow Agreement) has not received the prior written consent of VimpelCom (such consent not to be unreasonably withheld or delayed).
Escrow Property. The Purchase Price and the Certificate delivered to the Escrow Agent as contemplated by Section 1.1 hereof are referred to as the "Escrow Property."
Escrow Property. (a) Simultaneous with the execution and delivery of this Agreement, Sponsor is depositing, or causing to be deposited, with the Escrow Agent the Sponsor Shares, in book-entry form, to be held at Parent’s transfer agent in the name of the Escrow Agent (the “Escrow Shares”) into the Sponsor Account (the “Escrow Account”). The Escrow Agent hereby acknowledges receipt of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares, including all interest, dividends, gains and other income paid or earned with respect thereto (including pursuant to or as a part of any merger, acquisition, consolidation, acquisition of property or stock, reorganization or liquidation involving Parent or any of its subsidiaries) (collectively, the “Escrow Earnings”), if any, minus any payments or distributions made therefrom in accordance with this Agreement (collectively, the “Escrow Funds”), subject to the terms and conditions of this Agreement. The Escrow Agent agrees to hold and distribute the Escrow Funds and the Escrow Shares (collectively, the “Escrow Property”) in accordance with the terms of this Agreement.
(b) For greater certainty, all Escrow Earnings shall be retained by the Escrow Agent and reinvested in the Escrow Funds and shall become part of the Escrow Funds; and shall be disbursed as part of the Escrow Funds in accordance with the terms and conditions of this Agreement.
Escrow Property. The property and/or funds deposited or to be deposited with Escrow Agent by Depositors shall be as follows: $15,000,000 (the “Escrow Amount”). The foregoing property and/or funds, plus all interest, dividends and other distributions and payments thereon (collectively the “Distributions”) received by Escrow Agent, less any property and/or funds distributed or paid in accordance with this Escrow Agreement, are collectively referred to herein as “Escrow Property.”
Escrow Property. During the Escrow period the Escrow agent will receive all money, securities, rights or property distributed in respect of the Escrow stock including any such property distributed as dividends or pursuant to any stock split, merger, recapitalisation, dissolution, total or partial liquidation of the Parent (excluding only dividends paid to the Escrow agent by the Parent to the extent that the Subscriber has in relation to the same period been paid dividends on the Subscription shares): all such property to be held and distributed as herein provided and hereinafter referred to collectively as "Escrow property". Reference herein to Escrow stock will be deemed to include the Escrow property deposited in escrow pursuant thereto.
Escrow Property. The property and/or funds deposited or to be deposited with Escrow Agent shall be as follows:
