Special Mandatory Redemption. If (i) the closing of the merger of Scorpion Corporation I, Inc. with and into USF Holding Corp., with USF Holding Corp. surviving as a wholly owned subsidiary of the Issuer, immediately followed by the merger of USF Holding Corp. with and into Scorpion Company II, LLC, with Scorpion Company II, LLC surviving as a wholly owned subsidiary of the Issuer (such transactions being collectively referred to herein as the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of December 8, 2013 (the “Merger Agreement”), among the Issuer, Scorpion Corporation I, Inc., Scorpion Company II, LLC and USF Holding Corp., has not occurred on or prior to October 8, 2015 substantially on the terms contemplated by the Merger Agreement as such Merger Agreement exists as of the Original Issue Date or (ii) the Merger Agreement is terminated at any time on or prior to October 8, 2015 (each of such events being a “Special Mandatory Redemption Trigger”), the Issuer shall, in accordance with this Section 2.9, redeem the Notes, in whole, at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest from and including the Original Issue Date, or the most recent date to which interest has been paid, whichever is later, to but not including the mandatory redemption date (the “Special Mandatory Redemption”). Within ten days of the occurrence of the Special Mandatory Redemption Trigger, the Issuer will give notice of the Special Mandatory Redemption to each Holder of the Notes and to the Trustee, stating, among other matters prescribed in the Indenture, that a Special Mandatory Redemption Trigger has occurred and that all of the Notes will be redeemed on the redemption date set forth in such notice (which will be no earlier than 15 days and no later than 30 days from the date such notice is given). Upon the occurrence of the closing of the Merger substantially on the terms contemplated by the Merger Agreement, the provisions of this Section 2.9 regarding the Special Mandatory Redemption will cease to apply. The provisions relating to Special Mandatory Redemption described above may not be waived or modified with respect to the Notes without the written consent of each Holder of the Outstanding Notes.
Special Mandatory Redemption. In the event that (a) the Escrow Agent and the Trustee shall not have received, on or prior to 5:00 p.m., New York City time, on the Outside Date, an officer’s certificate (in the form attached to the Escrow Agreement as an exhibit) from the Escrow Issuer certifying that the conditions to the Release set forth in the Escrow Agreement will be met substantially concurrently with or promptly following the Release or (b) the Escrow Issuer shall notify the Escrow Agent and the Trustee in writing that the Escrow Issuer has determined that the Escrow Release Date will not occur on or prior to the Outside Date and/or that the Acquisition Agreement has been terminated (each such event described in clauses (a) and (b) of this Section 3.09 being referred to herein as a “Special Mandatory Redemption Event”), the Escrow Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) at a price (the “Special Mandatory Redemption Price”) equal to 100.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, from the Issue Date to, but not including, the date of such redemption (the “Special Mandatory Redemption Date”), which shall be the third Business Day following the Special Mandatory Redemption Event. On the Business Day following the Special Mandatory Redemption Event, the Escrow Issuer (or the Trustee upon the written request (with reasonable advance notice thereof) of and at the expense of the Escrow Issuer) shall deliver a notice of redemption in accordance with the applicable procedures of the Depository to each holder of Notes that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date. The Escrow Agent will release to the Escrow Issuer any Escrowed Property remaining after redemption of the Notes and payment of fees and expenses. For the avoidance of doubt, the Escrow Issuer will not be required to effect a Special Mandatory Redemption following the Release.
Special Mandatory Redemption. If the Canopy Investment is not consummated on or prior to April 1, 2019 or prior to such date the Purchase Agreement is terminated without the completion of the Canopy Investment (either of the foregoing, a “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes on the Special Mandatory Redemption Date at a price (the “Special Mandatory Redemption Price”) equal to 101% of the principal amount of the Notes, together with accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date. On the Business Day following the occurrence of a Special Mandatory Redemption Event, the Company (or the Trustee upon the prior written direction from the Company and at the sole cost and expense of the Company) shall deliver a notice of special mandatory redemption in accordance with the applicable procedures of DTC to each Holder of Notes stating that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date specified therein automatically and without any further action by the Holders of the Notes. Prior to the opening of business on the Special Mandatory Redemption Date, the Company shall deposit with the Paying Agent, or the Trustee, cash in an aggregate amount equal to the Special Mandatory Redemption Price for the Notes, calculated as of the Special Mandatory Redemption Date. If funds sufficient to pay the Special Mandatory Redemption Price with respect to the Notes on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent prior to the opening of business on the Special Mandatory Redemption Date, then, on and after the Special Mandatory Redemption Date, the Notes will cease to bear interest. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates according to the terms and provisions of Section 2.3. Upon the consummation of the Canopy Investment, this Section 2.10 will cease to apply. The provisions of Sections 5.2, 5.3 and 5.6 of the Initial Indenture shall not be applicable to any special mandatory redemption of the Notes.
Special Mandatory Redemption. (a) In the event that (a) the Acquisition is not consummated on or prior to the Outside Date, (b) at any time prior to the Outside Date, the Escrow Release Conditions are deemed, in the Initial Issuer’s good faith judgment, to be incapable of being satisfied on or prior to the Outside Date or (c) at any time prior to the Outside Date, the Acquisition Agreement is terminated in accordance with its terms without the closing of the Acquisition (any such event being a “Mandatory Redemption Event”), the Initial Issuer will redeem all of the Notes (the “Special Mandatory Redemption”) no later than three business days following the Mandatory Redemption Event (or otherwise in accordance with the applicable procedures of DTC) (the “Special Mandatory Redemption Date”) at a price equal to 100.0% of the initial issue price of the Notes plus accrued and unpaid interest (and accretion, if any) from the Issue Date to, but not including, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). On or prior to the Special Mandatory Redemption Date, the Escrow Agent shall release (x) an amount of Escrowed Funds to the Trustee equal to the Special Mandatory Redemption Price and (y) after payment of any amounts due to the Trustee and Escrow Agent, any remaining amount of Escrowed Funds to the Initial Issuer.
Special Mandatory Redemption. If, for any reason, (i) the Acquisition is not consummated on or prior to July 10, 2011 or (ii) the Stock Purchase Agreement is terminated on or prior to July 10, 2011, the Company shall redeem all of the Senior Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. Promptly after the occurrence of the event triggering such redemption, the Company shall furnish the Trustee with an Officers’ Certificate to the effect that such event has occurred and, promptly after the occurrence of the event triggering such redemption, the Company shall either (i) give notice of such redemption to the holders of the Senior Notes in accordance with Section 3.02 of the Indenture or (ii) cause the Trustee to give such notice in the Company’s name and at its expense, by providing a written request to the Trustee, signed by the Company’s President, Treasurer or any Vice President; provided, however, that such written request is received by the Trustee at least five (5) Business Days prior to the date the Trustee is requested to give notice of such redemption to the holders of the Senior Notes. In such event, the Company shall provide the Trustee with the information required by Section 3.02 of the Indenture. Such notice having been duly given, the redemption of the Senior Notes shall be made upon the terms and in the manner stated in Sections 3.02 and 3.03 of the Indenture, to the extent applicable and to the extent not inconsistent with this Section 1.09. If funds sufficient to pay the Special Mandatory Redemption Price of all of the Senior Notes to be redeemed on the Special Mandatory Redemption Date are deposited with a Paying Agent or the Trustee on or before such Special Mandatory Redemption Date, on and after such Special Mandatory Redemption Date, the Senior Notes will cease to bear interest and, other than the right to receive the Special Mandatory Redemption Price, all rights under the Senior Notes shall terminate.
Special Mandatory Redemption. The Notes will be subject to a special mandatory redemption in the event the Sale Agreement is terminated or the Acquisition is not consummated on or prior to 11:59 p.m., New York City time, on March 31, 2011 (a “Redemption Event”). In that event, the Notes will be redeemed at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2:00 p.m., New York City time, on the immediately following Business Day, that the Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of the Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the Notes shall be redeemed without any action from the Holders of the Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the Special Redemption Date.
Special Mandatory Redemption. If a Special Mandatory Redemption of the Notes is to occur pursuant to Section 3.02 hereof, the Escrow Agent will cause the liquidation of all Escrowed Property then held by it and cause the release of the proceeds of such liquidated Escrowed Property to the Trustee in accordance with the terms of the Escrow Agreement. The Trustee shall apply such proceeds to the payment of the Special Mandatory Redemption Price, as set forth in Section 3.02 hereof.
Special Mandatory Redemption. The Notes are subject to Special Mandatory Redemption as described in Section 3.03 of the Supplemental Indenture.
Special Mandatory Redemption. In the event the recommended cash offer made by a wholly-owned indirect subsidiary of the Company, Bravo Bidco Limited, a private limited company incorporated under the laws of England and Wales, to acquire all of the issued and to be issued ordinary share capital of BTG plc, a public company incorporated under the laws of England and Wales, on the terms and subject to the conditions of the scheme document published on January 24, 2019 (the “BTG Acquisition”) has not become effective in accordance with its terms (“Effective”) on or prior to August 20, 2019, or such later date (if any) to which the outside date for the BTG Acquisition to become Effective has been extended in accordance with its terms (the “Long Stop Date”), or if, prior to becoming Effective, the BTG Acquisition lapses, is withdrawn or otherwise terminates in accordance with its terms, then the Company shall be required to redeem all outstanding Securities on the special mandatory redemption date (as defined below) at a special mandatory redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) to, but not including, the special mandatory redemption date (subject to the right of holders as of the close of business on a regular record date to receive interest due on the related interest payment date). The “special mandatory redemption date” means the earlier to occur of (1) the 30th day (or if such day is not a business day, the first business day thereafter) following the Long Stop Date and (2) the 30th day (or if such day is not a business day, the first business day thereafter) following the lapse, withdrawal or termination of the BTG Acquisition in accordance with its terms. The Company shall cause notice of a special mandatory redemption to be mailed (or with respect to global Securities, to the extent permitted or required by applicable procedures or regulations of the Depositary, sent electronically), with a copy to the trustee, within ten business days after the occurrence of the event triggering redemption to each holder of Securities at its registered address. If funds sufficient to pay the special mandatory redemption price of the Securities on the special mandatory redemption date (plus accrued and unpaid interest, if any, to, but not including, the special mandatory redemption date) are deposited with the Trustee on or before such special mandatory redemption date, the Securities shall cease to bear interest on and after th...
Special Mandatory Redemption. If (i) the Escrow Agent and the Trustee have not received an Officer’s Certificate and release notice on or prior to 11:59 p.m. Eastern Standard Time on April 3, 2017 (the “Outside Date”) certifying that, substantially concurrently with the Release (as defined below), the Escrow Release Conditions (as defined below) will be satisfied, or (ii) the Company shall have notified the Escrow Agent and the Trustee in writing in the form of an Officer’s Certificate stating that (x) Parent has abandoned the separation and distribution or (y) that the Escrow Release Conditions will not be satisfied (each of the events described in the foregoing clauses (i) and (ii), a “Special Mandatory Redemption Event”), then the Issuer will, on the Special Mandatory Redemption Date, redeem the Notes (the “Special Mandatory Redemption”) at a redemption price (the “Special Mandatory Redemption Price”) equal to (a) 100% of the principal amount of the Notes if the Special Mandatory Redemption Event occurs on or before December 31, 2016 or (b) 101% of the principal amount of the Notes otherwise, in each case, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date (subject to the right of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date). “
