TWC Redemption Agreement definition

TWC Redemption Agreement means the Redemption Agreement dated as of April 20, 2005 by and among Comcast, Comcast Subsidiary, TWE Holdings II Trust, a Delaware statutory trust, Cable Holdco II Inc., a Delaware corporation, Time Warner Cable and the other parties named therein.
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Examples of TWC Redemption Agreement in a sentence

  • Pursuant to the TWC Redemption Agreement, the interest of the Comcast trust in TWC will be redeemed by TWC in exchange for ownership of an entity that will own cable systems serving approximately 587,000 basic subscribers (as of December 31, 2004) and hold approximately $1.9 billion in cash.

  • In the event that both the TWE Redemption Agreement and TWC Redemption Agreement are terminated prior to completion of the Redemption Transactions, TWC will redeem a portion of the TWC Class A Common Stock held by Comcast Trust II pursuant to the Tolling and Optional Redemption Agreement, dated September 24, 2004, as amended (the “Failsafe Agreement”), entered into by TWC and certain other members of the TWC Group and Comcast and certain other members of the Comcast Group.

  • The TWC Redemption Agreement contains various customary covenants regarding the transfer of the employment of these employees.

  • The representations and warranties of the parties to the TWC Redemption Agreement generally survive the closing of the TWC Redemption Agreement for a period of one year and certain representations and warranties either will not survive the closing of the TWC Redemption Agreement, will survive indefinitely or will survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof).

  • In addition, under the TWC Redemption Agreement, Comcast Trust II agreed not to transfer its shares of TWC Class A Common Stock, subject to certain exceptions, including transfers to certain affiliates of Comcast, during the Comcast TWC Lock-Up Period.

  • The “electricity” risk area has been broken down into a manageable list of more specific risks (e.g. arc flash) and the gaps in controls are being identified.

  • The description of the TWC Redemption Agreement herein does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the TWC Redemption Agreement, which has been publicly filed by Time Warner with the SEC and which is hereby incorporated herein by reference.

  • The TWC Redemption Agreement contains various customary representations and warranties of the parties thereto, including representations by TWC as to the absence of certain changes or events concerning the TWC Redemption Systems, compliance with law, litigation, employee benefit plans, property, intellectual property, environmental matters, financial statements, regulatory matters, taxes, material contracts, insurance and brokers.

  • Pursuant to the TWC Redemption Agreement, TWC will redeem all of the TWC Class A Common Stock held by Comcast Trust II in exchange for 100% of the common stock of Cable Holdco II Inc.

  • For example, the TWC Redemption Agreement provides that these employees will receive past service credit on account of their employment with a member of the TWC Group for purposes of the employee benefits to be provided by a member of the Comcast Group to such employees following the closing of the TWC Redemption.

Related to TWC Redemption Agreement

  • Redemption Agreement has the meaning set forth in the Recitals.

  • Series A Redemption Notice has the meaning set forth in Section 16.6(b).

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Optional Redemption shall have the meaning set forth in Section 6(a).

  • Series A Redemption Date has the meaning set forth in Section 16.6.

  • Optional Redemption Notice shall have the meaning set forth in Section 6(a).

  • Special Redemption has the meaning set forth in Section 15.1.A hereof.

  • Note Redemption Date means, with respect to any Notes to be redeemed under the Indenture, the date fixed for redemption of such Notes under the Indenture.

  • Redemption Notes means unsecured subordinated promissory notes of the Trust having a maturity date to be determined at the time of issuance by the Trustee (provided that in no event shall the maturity date be set at a date subsequent to the first Business Day following the fifth anniversary of the date of issuance of such note), bearing interest from the date of issue at a market rate of interest determined at the time of issuance by the Trustee, payable for each month during the term on the 15th day of each subsequent month with all principal being due on maturity, such promissory notes to provide that the Trust shall at any time be allowed to prepay all or any part of the outstanding principal without notice or bonus.

  • Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.

  • Tax Redemption Date shall have the meaning specified in Section 16.02(a).

  • Special Redemption Date has the meaning set forth in Section 10.2.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Tax Redemption The meaning specified in Section 9.3(a) hereof.

  • Optional Redemption Date shall have the meaning set forth in Section 6(a).

  • Initial Redemption Date means, with respect to any Note or portion thereof to be redeemed pursuant to Section 3.1(b), the date on or after which such Note or portion thereof may be redeemed as determined by or pursuant to the Indenture or a Note Certificate of Supplemental Indenture.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Optional Redemption Amount means the sum of (a) 120% of the then outstanding principal amount of the Debenture, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect of the Debenture.

  • Mandatory Redemption means a redemption of ETP Securities in accordance with Condition 8.7.

  • Term Redemption Date means, with respect to any Series, the date specified as the Term Redemption Date in the Appendix for such Series.

  • Mandatory Redemption Amount means an amount per ETP Security calculated by the Determination Agent equal to the greater of:

  • Early Redemption Notice means an irrevocable notice from the Issuer to Noteholders in accordance with Condition 23 (Notices) (or, in the case of Condition 8(f) (Redemption Following the Occurrence of an Event of Default), from the Trustee to the Issuer) that specifies that the Notes are to be redeemed pursuant to one of Conditions 8(c) (Redemption Following a Collateral Event) to 8(f) (Redemption Following the Occurrence of an Event of Default). An Early Redemption Notice given pursuant to Condition 8 (Redemption and Purchase) must contain a description in reasonable detail of the facts relevant to the determination that the Notes are to be redeemed and, in the case of an Early Redemption Notice given by the Issuer, must specify the anticipated Early Redemption Date and which of Conditions 8(c) (Redemption Following aCollateral Event) to 8(f) (Redemption Following the Occurrence of an Event of Default), as the case may be, are applicable. A copy of any Early Redemption Notice shall also be sent by the Issuer, or the Trustee, as the case may be, to all Transaction Parties, save that any failure to deliver a copy shall not invalidate the relevant Early Redemption Notice.

  • Mandatory Redemption Date means, in respect of a Mandatory Redemption Event, the date designated as such in accordance with Condition 8.7.

  • Final Redemption Date means for each Series, the final redemption date specified in the Final Terms for such Series.

  • Note Redemption Price means, for the Redemption Date, an amount equal to the sum of: