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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015|
First Additional Deposit Amount means $2,605,815,972.22 minus the fair market value of the Escrowed Property in the Escrow Account on the First Additional Deposit Date (or, if earlier, on the date on which the deposit of the First Additional Deposit Amount is made) as determined by the Escrow Agent.
First Additional Deposit Date means February 8, 2016.
Indenture has the meaning set forth in the recitals hereto.
Initial Escrow Deposit has the meaning set forth in the recitals hereto.
Interest Payment Date means February 15 and August 15 of each year, commencing on February 15, 2016 (or, if such day is not a Business Day, the next succeeding Business Day).
Issuers has the meaning set forth in the recitals.
Notes means the Escrow Issuers $2,500,000,000 aggregate principal amount of 5.750% Senior Notes due 2026.
Release Request means a certificate of a Responsible Officer of the Escrow Issuer requesting release of the Escrowed Property in the form attached hereto as Annex I, certifying as to the matters specified therein.
Responsible Officer of any person means the chief executive officer or chief financial officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.
Second Additional Deposit Amount means $2,613,802,083.33 minus the fair market value of the Escrowed Property in the Escrow Account on the Second Additional Deposit Date (or, if earlier, on the date on which the deposit of the Second Additional Deposit Amount is made) as determined by the Escrow Agent.
Second Additional Deposit Date means August 8, 2016.
Special Mandatory Redemption Date means the fourth Business Day following a Special Mandatory Redemption Event.
Special Mandatory Redemption Event means the occurrence of any of the following: (i) the Escrow Agent has not received a Release Request on or prior to May 23, 2016 (or six months following such date in the event the End Date (as defined in the Acquisition Agreement) is extended to such date in accordance with the Acquisition Agreement and the Escrow Issuer has informed the Escrow Agent of such extension); (ii) the Escrow Issuer notifies the Escrow Agent and the Trustee in writing that the Issuers will not pursue the consummation of the Acquisition Transactions and that the Acquisition Agreement has been terminated in accordance with its terms; or (iii) the Escrow Issuer fails to deposit any Additional Deposit Amount on or prior to the applicable Additional Deposit Date.
UCC means the Uniform Commercial Code as in effect in the State of New York.
2. Escrow Account; Escrow Agent.
(a) Establishment of Escrow Account.