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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015|
Eligible Escrow Investments means (a) direct obligations of the United States of America or an agency thereof or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America or an agency thereof, in each case maturing not more than 90 days from the date of purchase; (b) U.S. dollar denominated institutional money market funds governed by Rule 2a-7 under the Investment Company Act of 1940 and rated Aaam by S&P and Aaam by Moodys, including funds managed by the Escrow Agent or any of its affiliates; (c) U.S. dollar denominated deposit accounts, U.S. time deposits or Eurodollar time deposits, maturing not more than 90 days from the date of purchase, with commercial banks which have a rating on their short-term deposits on the date of deposit or purchase of A-1 or A-l+ by S&P and P-1 by Moodys (ratings on holding companies are not considered as the rating of the bank) and which have a combined capital and surplus of not less than $500,000,000 as set forth in their most recent annual report of condition; or (d) U.S. dollar denominated commercial paper maturing not more than 90 days from the date of purchase with ratings on the date of purchase of A-1 or A-l+ by S&P and P-1 by Moodys; provided that the Escrow Agent will not be directed to invest in investments that the Escrow Agent in its sole reasonable discretion determines are not administratively feasible with the Escrow Agents policy or practices.
Escrow Account has the meaning set forth in Section 2(a)(i).
Escrowed Property has the meaning set forth in Section 2(a)(ii).
Escrow Release means the release of the Escrowed Property by the Escrow Agent as directed by the Escrow Issuer pursuant to a Release Request.
Escrow Release Conditions means:
(i) the Escrow Issuer shall have merged into CCO Holdings and the Issuers shall have, pursuant to a supplemental indenture to the Indenture, assumed all obligations of the Escrow Issuer in respect of the Notes;
(ii) all conditions precedent to the consummation of the Acquisition Transactions shall have been satisfied or waived in accordance with the terms of the Acquisition Agreement (other than those conditions that by their terms are to be satisfied substantially concurrently with the consummation of the Acquisition Transactions) and, substantially concurrently with the consummation of the Acquisition Transactions, Time Warner Cable Inc. and its subsidiaries shall become subsidiaries of CCO Holdings; and
(iii) the Escrowed Property shall have been used to consummate the Acquisition Transactions; provided that the terms of the Acquisition Agreement shall not have been amended, modified, consented to or waived and the Acquisition Agreement shall not have been terminated on or prior to the Escrow Release Date except for such amendments, consents or waivers that are not materially adverse to the Issuers or any of their subsidiaries (after giving effect to the consummation of the Acquisition Transactions), taken as a whole, or to the Holders of the Notes (it being understood that any reduction in the purchase price of, or consideration paid for, the Acquisition Transactions are not materially adverse to the interests of the Issuers or any of their Subsidiaries (after giving effect to the consummation of the Acquisition Transactions), taken as a whole, or to the Holders of the Notes).
Escrow Release Date means the date of the Escrow Release.