Steps Memo definition

Steps Memo means the steps memo in respect of the formation of Bidco, the Target Acquisition, the Scandinavian Separation and related interim and post-closing steps dated November 14, 2020, a copy of which has been provided to the Agent prior to the date hereof, as amended, varied or supplemented from time to time provided such amendment, variation or supplement (i) is not materially adverse to the interests of the Lenders or (ii) has the consent of the Joint Lead Arrangers. (196) ▇▇▇▇▇▇▇▇ and “£” means lawful money of the United Kingdom.
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Steps Memo means the memorandum attached hereto as Appendix A. “Tax and Taxes” include all taxes, charges, fees, duties, levies, imposts, rates or other assessments imposed by any federal, state, local or foreign Taxing Authority, including, but not limited to, income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added and other taxes, and any interest, penalties or additions attributable thereto.
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Steps Memo means the memorandum listing the steps required in connection with the Seller Reorganization, in the form being delivered to the Purchasers on the date hereof.
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Examples of Steps Memo in a sentence

  • This Implementation Steps Memo (“Implementation Steps Memo”) sets forth the material steps for implementing the restructuring and related funding transactions contemplated by the Transaction Support Agreement (the “TSA”) to which this Implementation Steps Memo is attached.

  • Notwithstanding anything contained in this Implementation Steps Memo, the Transaction may be implemented through such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion.

  • General Unsecured Claims Other than as specified herein, all other existing general unsecured indebtedness or other claims against the Company shall be unimpaired and assigned to Newco pursuant to the transactions contemplated by the Implementation Steps Memo.

  • Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and will exercise commercially reasonable efforts with respect to, the negotiation, drafting, and execution and delivery of the Definitive Documents consistent with the Transaction Term Sheet and either the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion.

  • For the avoidance of doubt, the Restructuring Steps Memo shall take precedence in the event of any conflict between the terms of this Article II and the Restructuring Steps Memo, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Distribution Effective Time shall be deemed to have been made prior to the Distribution Effective Time consistent with the Restructuring Steps Memo.

  • The parties agree that they shall take, or cause to be taken, at the times and in the order prescribed therein, the transactions set forth in the Steps Memo.

  • From time to time after the Closing, as and when requested by any party hereto, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement (including, for the avoidance of doubt, the transactions contemplated by the Steps Memo).

  • Notwithstanding the foregoing, Buyer may, upon written notice to Seller, assume and control the defense of any portion of a Tax Claim described in this Section 4.15(i) that is attributable to Steps 1 - 24 and 40 - 79 in the Steps Memo at its own cost and expense and with its own counsel.

  • At or prior to the Split-Off Effective Time, to the extent not already completed, each of the Company and SplitCo shall, and shall cause their respective Subsidiaries to, take such steps (which may include transfers of shares or other equity interests, formation of new entities or declarations of dividends) as may be required to effect the Split-Off Internal Reorganization in accordance with the Split-Off Restructuring Steps Memo and the terms of this Agreement.

  • It is the intent of the Parties that after consummation of the transactions contemplated hereby and by the Ancillary Agreements in the order contemplated by and otherwise in accordance with the Steps Memo, subject to Section 2.6, members of each Group will conduct such Group’s Corresponding Business, own or hold all of CW Media’s and its Subsidiaries’ right, title and interest in and to such Group’s Corresponding Assets and Assume directly or indirectly (or retain) such Group’s Corresponding Liabilities.


More Definitions of Steps Memo

Steps Memo shall have the meaning set forth in the recitals.
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Steps Memo means the memorandum attached hereto as Appendix A. Fleet Newco LLC, as defined in Step 19 of the Steps Memo, shall mean PHH Vehicle Management Services Group LLC, a Delaware limited liability company. "Tax and Taxes" include all taxes, charges, fees, duties, levies, imposts, rates or other assessments imposed by any federal, state, local or foreign Taxing Authority, including, but not limited to, income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added and other taxes, and any interest, penalties or additions attributable thereto.
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Related to Steps Memo

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Procedures Memorandum means administrative procedures and guidelines relating to the settlement of issues of Notes (other than Syndicated Issues) as shall be agreed upon from time to time by the Issuer, the Guarantor, the Trustee, the Permanent Dealers (as defined in the Dealer Agreement) and the Issuing and Paying Agent and which, at the date of this Agreement, are set out in Schedule A to the Dealer Agreement

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Process Memorandum means this document including all the appendices hereto, for the purposes of setting out the process for submission of a bid and selection of successful bid in accordance with the provisions of the IBC and shall include all supplements, modifications, amendments, alterations or clarifications there to issue in accordance with the terms hereof.

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.