Disbursement of Escrow Property. Subject to Section 3(e) hereof, the Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) The Escrow Agent will only release the Escrow Property in the cases specifically provided for in this Section 4 hereof. (b) Promptly, and in any event, within two (2) Business Days following receipt of a notice in the form of the Officer’s Certificate from the Escrow Issuer and Multi-Color attached hereto as Exhibit A and signed by their Authorized Officers (as set forth on Schedule A), a copy of which shall be delivered to the Trustee and MLPF&S on the same day delivery is made to the Escrow Agent, upon which the Escrow Agent may conclusively rely, the Escrow Agent will liquidate all investments and release the Escrow Property as follows: (i) first, an amount in cash equal to the Escrow Purchasers’ Commission to MLPF&S, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 5 hereof; and (ii) second, any and all remaining Escrow Property to Multi-Color by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 5 hereof. (c) If either (1) the Escrow Agent shall not have received an Officer’s Certificate as contemplated by clause (b) of this Section 4, on or prior to the Escrow Outside Date, or (2) Multi-Color shall provide the Escrow Issuer, the Escrow Agent and the Trustee(with a copy to MLPF&S ) with written notice in the form of the Officer’s Certificate from Multi-Color attached hereto as Exhibit B and signed by its Authorized Officers (as set forth on Schedule A), then within two (2) Business Days of the earlier of the dates as set forth in clauses (1) and (2) of this clause (c) (such earlier date being the “Acquisition Deadline”), the Escrow Issuer shall send or cause to be sent a notice of Special Mandatory Redemption to all holders of the Notes. On the day falling three (3) Business Days after the Acquisition Deadline (the “Escrow Redemption Date”), the Notes will be redeemed at a price equal to 100.00% of the principal thereof, plus, in each case, accrued and unpaid interest on the Notes from the issue date of the Notes to, but not including, the date of such redemption (the “Escrow Redemption Price”). After its receipt of instructions from Multi-Color, the Escrow Agent will, on the Business Day immediately prior to the Escrow Redemption Date, liquidate all investments of Escrow Property then held by it and on the Escrow Redemption Date release all of the Escrow Property as follows: (i) first, to the Trustee under the Indenture, an amount of Escrow Property in cash equal to the Escrow Redemption Price for payment to the holders of the Notes in accordance with the Special Mandatory Redemption provisions contained in the Indenture; such release of Escrow Property to the Trustee under the Indenture will be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 5 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Escrow Redemption Price, Multi-Color will deliver to the Escrow Agent, at least one (1) Business Day prior to the Escrow Redemption Date, an amount equal to the deficiency; (ii) second, an amount in cash equal to the Escrow Purchasers’ Commission to MLPF&S, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 5 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Escrow Purchasers’ Commission, Multi-Color will deliver to the Escrow Agent, at least one (1) Business Day prior to the Escrow Redemption Date, an amount equal to the deficiency; and (iii) third, to Multi-Color, any Escrow Property remaining after the distributions in the immediately preceding (i) and (ii) above, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 5 hereof.
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Disbursement of Escrow Property. Subject (a) Upon exercise by Purchaser of the Option at any time prior to Section 3(e) hereofthe Termination Date (as hereinafter defined), Purchaser shall deliver to the Escrow Agent is directed written notice of its election specifying the aggregate amount of UPC Securities to hold be assigned and distribute conveyed to the Company in accordance with the Option Agreement and the date, not earlier that one Business Day and not later than three (3) Business Days, on which the closing of the exchange of such securities shall occur (the "Closing Date"). On the Closing Date, Purchaser shall deliver to the Escrow Property in Agent the following manner:
(a) The Escrow Agent will only release applicable UPC Securities to be assigned and conveyed to the Escrow Property in the cases specifically provided for in this Section 4 hereofCompany.
(b) Promptly, and in any event, within two (2) Business Days following Upon receipt of a notice in the form of the Officer’s Certificate from the Escrow Issuer and Multi-Color attached hereto as Exhibit A and signed by their Authorized Officers (as set forth on Schedule A), a copy of which shall be delivered to the Trustee and MLPF&S on the same day delivery is made to the Escrow Agent, upon which the Escrow Agent may conclusively relyof the UPC Securities, the Escrow Agent will liquidate all investments and release the Escrow Property as follows:
shall deliver (i) first, an amount in cash equal to the Company the UPC Securities received from Purchaser and (ii) to Purchaser at its address set forth on the signature page hereto (unless a contrary address located outside the United States is provided in the Option notice) all of the Debentures (if the Shareholder Ratification Event has not occurred) or all of the Series C Shares (if the Shareholder Ratification Event has occurred), as the case may be, held by the Escrow Purchasers’ Commission Agent notwithstanding the aggregate amount of UPC Securities to MLPF&Sbe assigned and conveyed to the Company on the Closing Date. The Escrow Agent shall date the Debentures as of the Closing Date or the Series C Shares, by wire transfer as the case may be, to be issued to Purchaser on the Closing Date prior to delivery of immediately available funds such securities to Purchaser. From and after the Closing Date, Purchaser shall hold either the Debentures or the Series C Shares, as the case may be, not exchanged and issued to Purchaser on the Closing Date (if any) in accordance with the wire transfer instructions set forth in Section 5 hereof; and
(ii) secondterms of the Option Agreement. Upon delivery of all of the Debentures or Series C Shares, any as the case may be, by the Escrow Agent to Purchaser, this Agreement and all remaining Escrow Property to Multi-Color by wire transfer the obligations of immediately available funds in accordance with the wire instructions set forth in Section 5 hereof.
(c) If either (1) the Escrow Agent shall not have received an Officer’s Certificate as contemplated by clause (b) of this Section 4, on or prior to the Escrow Outside Date, or (2) Multi-Color shall provide the Escrow Issuer, the Escrow Agent and the Trustee(with a copy to MLPF&S ) with written notice in the form of the Officer’s Certificate from Multi-Color attached hereto as Exhibit B and signed by its Authorized Officers (as set forth on Schedule A), then within two (2) Business Days of the earlier of the dates as set forth in clauses (1) and (2) of this clause (c) (such earlier date being the “Acquisition Deadline”), the Escrow Issuer shall send or cause to be sent a notice of Special Mandatory Redemption to all holders of the Notes. On the day falling three (3) Business Days after the Acquisition Deadline (the “Escrow Redemption Date”), the Notes will be redeemed at a price equal to 100.00% of the principal thereof, plus, in each case, accrued and unpaid interest on the Notes from the issue date of the Notes to, but not including, the date of such redemption (the “Escrow Redemption Price”). After its receipt of instructions from Multi-Color, the Escrow Agent will, on the Business Day immediately prior to the Escrow Redemption Date, liquidate all investments of Escrow Property then held by it and on the Escrow Redemption Date release all of the Escrow Property as follows:
(i) first, to the Trustee under the Indenture, an amount of Escrow Property in cash equal to the Escrow Redemption Price for payment to the holders of the Notes in accordance with the Special Mandatory Redemption provisions contained in the Indenture; such release of Escrow Property to the Trustee under the Indenture will be made by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 5 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Escrow Redemption Price, Multi-Color will deliver to the Escrow Agent, at least one (1) Business Day prior to the Escrow Redemption Date, an amount equal to the deficiency;
(ii) second, an amount in cash equal to the Escrow Purchasers’ Commission to MLPF&S, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Section 5 hereof; provided that if the amount of the Escrow Property is less than the amount required to be paid for the Escrow Purchasers’ Commission, Multi-Color will deliver to the Escrow Agent, at least one (1) Business Day prior to the Escrow Redemption Date, an amount equal to the deficiency; and
(iii) third, to Multi-Color, any Escrow Property remaining after the distributions in the immediately preceding (i) and (ii) above, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Section 5 hereofterminate.
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