Escrow Notes definition

Escrow Notes means debt securities of an Escrow Subsidiary issued after the Second Amendment and Restatement Date (which may not be guaranteed or receive credit support from any Person other than an Escrow Subsidiary); provided that the net proceeds of such debt securities are deposited into an Escrow Account upon the issuance thereof.

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Escrow Notes means Indebtedness consisting of debt securities issued by the Borrower or by an Escrow Notes Issuer, which debt securities (a) in the case of debt securities issued by an Escrow Notes Issuer, shall require the proceeds or substantially all the proceeds of such debt securities to be held as security for the repayment of such debt securities, or to be held in escrow, pending satisfaction or waiver of certain conditions set forth in the documentation governing such debt securities, (b) in the case of debt securities issued by an Escrow Notes Issuer, shall, other than Guarantees in respect of interest thereon, fees, and customary indemnities, provide recourse solely to the assets of such Escrow Notes Issuer and (c) shall be subject to mandatory redemption or prepayment if the conditions set forth in the documentation governing such debt securities are not satisfied by the date specified in such documentation; provided that in the case of debt securities issued by an Escrow Notes Issuer, upon satisfaction or waiver of such conditions, such Escrow Notes Issuer shall merge with and into the Borrower with the Borrower being the surviving corporation, and becoming the issuer under such debt securities, and such debt securities shall, after giving effect to such merger, constitute Permitted Unsecured Indebtedness which does not mature or require scheduled payments of principal prior to the date that is ninety (90) days after the Latest Maturity Date in effect at the time such Indebtedness is originally incurred as Escrow Notes; provided further that in the case of debt securities issued by the Borrower, upon satisfaction or waiver of such conditions, such debt securities shall constitute Permitted Unsecured Indebtedness which does not mature or require scheduled payments of principal prior to the date that is ninety (90) days after the Latest Maturity Date in effect at the time such Indebtedness is originally incurred as Escrow Notes; and provided further that, at the time such Escrow Notes are issued, a Financial Covenant Effectiveness Period is not in effect.

Escrow Notes means debt securities of an Escrow Subsidiary issued after the Third Amendment and Restatement Date (which may not be guaranteed or receive credit support from any Person other than an Escrow Subsidiary); provided that the net proceeds of such debt securities are deposited into an Escrow Account upon the issuance thereof.

Examples of Escrow Notes in a sentence

It is understood and agreed that upon the termination of the Notes Escrow Arrangements with respect to any series of Permitted Escrow Notes, such Indebtedness (to the extent not required to be repaid or redeemed upon such termination) shall continue to constitute Permitted Additional Debt if the conditions set forth in clause (I) of this definition are satisfied at the time of such termination.
Subject to claims against the Escrow Fund as hereinafter provided, the term of this Escrow Agreement shall terminate upon the earlier of (a) the date on which the Escrow Fund shall have been reduced to zero; (b) the date on which the Company shall have repaid all of the Escrow Notes from any source of funds whatsoever; and (c) August 25, 2003 (the "Escrow Expiration Date").
Escrow Notes (or Parent Shares issuable upon conversion thereof) so released shall be valued as set forth in the Escrow Agreement.
As of the date hereof and except to the extent provided therein as a result of the issuance of the Escrow Notes or as otherwise permitted by Section 6.12, (x) the Debt Financing Commitment has not been amended, restated or otherwise modified or waived since copies thereof were delivered to Seller, (y) no such amendment, restatement, modification or waiver is contemplated and (z) the commitment contained in the Debt Financing Commitment has not been withdrawn, terminated or rescinded in any respect.
The Escrow Amount, as adjusted from time to time and including the principal amount of any Escrow Notes, together with any interest or other income earned thereon, is referred to herein as the “Escrow Funds.” In the event that Buyer makes any payment on any Escrow Note while such Escrow Note is held in escrow by the Escrow Agent, any payment of principal or interest on such Escrow Note shall be delivered to the Escrow Agent to be held as Escrow Funds.

More Definitions of Escrow Notes

Escrow Notes means the $500 million of 6.375% senior notes due 2026 by Purchaser’s wholly-owned subsidiary, Energizer Gamma Acquisition, Inc. and €650 million of 4.625% senior notes due 2026 by Purchaser’s indirect wholly-owned subsidiary, Energizer Gamma Acquisition B.V.

Escrow Notes means Convertible Notes with an aggregate principal amount of US$54,000,000;

Escrow Notes means debt securities of the Borrower (or, prior to consummation of the Socrates Acquisition, of an Escrow Issuer, if applicable) issued after the Eighth Amendment Effective Date; provided that the net proceeds of such debt securities are deposited into an Escrow Account upon the issuance thereof.

Escrow Notes means debt securities of the Borrower or an Escrow Issuer; provided that the net proceeds of such debt securities are deposited into an Escrow Account upon the issuance thereof.

Escrow Notes has the meaning set forth in Section 2.7(c).

Escrow Notes one or more Convertible Notes having an aggregate principal amount of $2,489,648, of which (a) an aggregate principal amount of $1,589,648 in Convertible Notes shall be deposited into the Purchase Price Escrow Account and (b) an aggregate principal amount of $900,000 in Convertible Notes shall be deposited into the Indemnification Escrow Account, in each case, subject to adjustment in accordance with Section 2.3(d). The Escrow Notes shall be held in the Purchase Price Escrow Account and the Indemnification Escrow Account, and the Convertible Notes held therein shall be attributable to each Seller as set forth on the Consideration Notice.

Escrow Notes has the meaning given in ‎Schedule 19;