Structure Memorandum. The Parent shall not amend the Structure Memorandum in a way that is reasonably likely to be materially prejudicial to the interests of the Lenders without the consent of the Majority Lenders (acting reasonably).
Structure Memorandum. (a) In the case of the Company only, the Structure Memorandum shows all members of the Plc Group (including, without limitation all partnerships and joint ventures) and contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Plc Group and all material intercompany loans as at 29th December, 2001.
Structure Memorandum. In the case of the Company and the Parent only and as at the First Drawdown Date:
(a) the Group structure chart delivered to the Facility Agent under Part I of Schedule 2 (Conditions Precedent Documents) shows all members of the Group, and contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Group, as it will be immediately after the First Drawdown;
(b) the Structure Memorandum sets out (together with the Funds Flow Statement) every material step to be taken at or before the First Drawdown for the purpose of achieving the First Drawdown;
(c) the Structure Memorandum reflects (together with the Funds Flow Statement) all payments and discharges of indebtedness individually in excess of €1,000,000 (or its equivalent) due to be made at or about the First Drawdown by any party to the Transaction Documents in connection with the transactions and matters contemplated thereby; and
(d) the Structure Memorandum shows in all material respects the steps which members of the Group are anticipated to undertake and payments which members of the Group are anticipated to make as part of the Debt Pushdown.
Structure Memorandum. If any significant reorganisational steps are undertaken or any significant disposals or transfers occur the Company will promptly provide the Facility Agent with an updated Structure Memorandum reflecting such transactions.
Structure Memorandum. (a) In this Subclause, Structure Memorandum means the chart set out in Schedule 11 (Structure Memorandum).
(b) In the case of the Company only and as at the date of this Agreement, the Structure Memorandum, shows all members of the Group immediately after the date of this Agreement and is accurate in all material respects.
Structure Memorandum. In the case of the Company and the Borrower only and as at the date of this Agreement and Closing, the Structure Memorandum:
(a) shows all members of the Group (and all Joint Ventures and minority interests held by any member of the Group);
(b) contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Group (including all minority interests in any member of the Group), as it will be immediately after Closing; and
(c) shows all loans (of USD100,000 or more) between members of the Group and between any member of the Group and a member of the Merix Group as they will be immediately after Closing.
Structure Memorandum. If any significant reorganization steps are undertaken or any significant disposals or transfers occur the Company will promptly provide the Facility Agent with an updated Structure Memorandum reflecting such transactions. --------------------------------------------------------------------------------
Structure Memorandum. As at the date hereof and the first Borrowing Date, the Structure Memorandum:
(a) the Group structure chart delivered to the Agent shows all members of the Group, and contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Group, as it will be immediately after the initial Borrowing;
(b) the Structure Memorandum (together with the Funds Flow Statement) shows or describes all loans in an amount of €5,000,000 (or its equivalent) or more between Holdings, the Company or Newco 2 and any other member of the Group as they will be immediately after the initial Borrowing;
(c) the Structure Memorandum sets out (together with the Funds Flow Statement) every material step to be taken at or before the initial Borrowing for the purpose of achieving the initial Borrowing;
(d) the Structure Memorandum reflects (together with the Funds Flow Statement) all payments and discharges of indebtedness in excess of €1,000,000 (or its equivalent) due to be made at or about the initial Borrowing by any party to the Transaction Documents in connection with the transactions and matters contemplated thereby; and
(e) the Structure Memorandum shows in all material respects the steps which members of the Group are anticipated to undertake and payments which members of the Group are anticipated to make as part of the planned Debt Pushdown (as defined in the Senior Facilities Agreement).
Structure Memorandum. (i) The Structure Memorandum contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure (legal and beneficial) of the Group (including details of any minority shareholdings held by any person who is not a member of the Group and details of all partnerships in which any member of the Group has an interest) showing each Subsidiary and all inter-company loans of more than (pound)1,000,000 (or its equivalent in other currencies) as they will be immediately after Closing.
(ii) There are no re-organisational steps contemplated at or within 3 months after the Closing Date (including, without limitation, significant transfers of business or assets from one member of the Group to another) nor any inter-company loans between members of the Group of more than (pound)1,000,000 (or its equivalent in other currencies) which are not described in the Structure Memorandum which might have a material adverse effect on the Lenders' interests under the Senior Finance Documents.
Structure Memorandum. (i) The Structure Memorandum contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure
