TWE Redemption Agreement definition

TWE Redemption Agreement means the Redemption Agreement, dated as of the date hereof, by and among Buyer, Comcast Cable Communications Holdings, Inc., MOC Holdco I, LLC, TWE Holdings I Trust, Cable Holdco III LLC, Time Warner Entertainment Company, L.P., a Delaware limited partnership, TWX and Friendco Parent.
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Examples of TWE Redemption Agreement in a sentence

  • On April 20, 2005, TWC and certain other members of the TWC Group and Comcast and certain other members of the Comcast Group entered into the TWE Redemption Agreement, pursuant to which, among other things, Comcast’s interests in TWE will be redeemed (the “TWE Redemption,” and, together with the TWC Redemption, the “Redemption Transactions”).

  • The description of the TWE 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 TWE Redemption Agreement, which has been publicly filed by Time Warner with the SEC and which is hereby incorporated herein by reference.

  • Pursuant to the TWE Redemption Agreement, TWE will redeem all of the TWE residual equity interest held by Comcast Trust I in exchange for 100% of the limited liability company interests of Cable Holdco III LLC (“Cable Holdco III”), a subsidiary of TWE.

  • The representations and warranties of the parties to the TWE Redemption Agreement will survive the closing of the TWE Redemption Agreement for a period of one year and certain representations and warranties will survive indefinitely or will survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof).

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

  • Certain specified assets and liabilities of the TWE Redemption Systems will be retained by TWE.Pursuant to the TWE Redemption Agreement, the parties have agreed to modify the Partnership Interest Sale Agreement.

  • The TWE Redemption Agreement also contains other customary covenants with respect to the operation of the TWE Redemption Systems during the period from the date of the TWE Redemption Agreement through the consummation of the TWE Redemption.

  • For example, the TWE 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 TWE Redemption.

  • The TWE Redemption Agreement also provides that TWE will provide the Comcast Group with financial statements and related information to permit the Comcast Group to satisfy its obligations under applicable securities laws.

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

Related to TWE Redemption Agreement

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

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

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

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

  • 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.

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

  • 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.

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

  • 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.

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

  • 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.

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

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

  • Tax Redemption Date means, when used with respect to any Note to be redeemed pursuant to a Tax Redemption, the date fixed for such Tax Redemption pursuant to this Indenture.

  • 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.

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

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

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

  • Call and Put Redemption Amount means GBP 1 per Preference Share.

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

  • Optional Redemption Amount means the sum of (i) 100% of the principal amount of the Debenture then outstanding, (ii) accrued but unpaid interest and (iii) all liquidated damages and other amounts due in respect of the Debenture.

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

  • Redemption Notices means, collectively, the Event of Default Redemption Notices and the Company Optional Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”

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

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