Steps Memo definition

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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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) Xxxxxxxx and “£” means lawful money of the United Kingdom.
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Examples of Steps Memo in a sentence

  • 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.

  • 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.

  • 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.

  • 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.

  • The Seller Reorganization steps and actions set forth in the Steps Memo have been (or will be) duly authorized and approved by and on behalf of each Company, Company Subsidiary, or applicable Affiliate, and have been (or will be) implemented, subject to the exceptions set forth in Section 2.2(a), in accordance with all Applicable Laws (including with regard to Taxes) and applicable accounting practices.

  • The Companies and/or their respective Subsidiaries shall complete the Seller Reorganization prior to the Closing in accordance with the Steps Memo, subject to the exceptions set forth in Section 2.2(a).

  • 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.

  • Without prejudice to the provisions of the Purchase Agreement, if any consent, authorization, order, approval or exemption (a “Third Party Consent”) is required to be obtained or made with respect to any third party relationship to enable the provision or receipt of the Services hereunder, excluding any Third Party Consents which are required in order to carry out any of the actions described in the Steps Memo, the Parties will use commercially reasonable efforts and cooperate in good faith to obtain them.

  • Book NAV of the Group Based on the latest unaudited consolidated financial statements of the Group as at 31 March 2014, the unaudited NAV of the Group amounted to S$72.6 million, or S$0.373 per Share (based on 194,423,000 issued Shares as at 31 March 2014).

  • 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).


More Definitions of Steps Memo

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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Steps Memo shall have the meaning set forth in the recitals.
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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 the Operating and Administrative Procedures Memorandum as amended or varied from time to time (in respect of any Tranche) by agreement between the Issuer and the relevant Dealer or Lead Manager with the approval in writing of the Agent;

  • Operational Flow Order means any directive issued to a Customer by KUB which requires the Customer to adjust Deliveries to KUB or deliveries of non-Firm gas to the Customer by KUB.

  • 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.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

  • Complete application means a document prepared in

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Net Cash Flow Schedule shall have the meaning set forth in Section 5.1.11(b) hereof.

  • Cash Flow Statement means, with respect to any particular Bonds and Auxiliary Obligations, an Authority Certificate (a) setting forth, for the then current and each future Bond Year during which such Bonds and Auxiliary Obligations will be Outstanding, and taking into account (i) any such Bonds expected to be issued or redeemed or purchased for cancellation in each such Bond Year upon or in connection with the filing of such Certificate (for which purpose, if such Authority Certificate is delivered as of a date prior to a scheduled mandatory tender date for any Adjustable Rate Bonds, the Purchase Price of all such Adjustable Rate Bonds subject to scheduled mandatory tender on such tender date shall be assumed to be due and payable on such mandatory tender date), (ii) any such Auxiliary Obligations expected to be incurred upon or in connection with the filing of such Certificate, (iii) the interest rate (if applicable), purchase price, discount points and other terms of any Related Mortgage Loans, and (iv) the application, withdrawal or transfer of any moneys expected to be applied, withdrawn or transferred upon or in connection with the filing of such Certificate:

  • Transformation time means the time difference between a change of concentration or flow (t0) at the reference point and a system response of 50 per cent of the final reading (t50).

  • CMSA Comparative Financial Status Report The monthly report in "Comparative Financial Status Report" format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CMSA for commercial mortgage securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by the form of the "Comparative Financial Status Report" available as of the Closing Date on the CMSA website, is reasonably acceptable to the Master Servicer or the Special Servicer, as applicable.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Restructuring has the meaning set forth in the Recitals.

  • Permitted Acquisition Certificate means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Net Cash Flow means, with respect to the Property for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

  • CREFC® Comparative Financial Status Report The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

  • Funds Flow Memorandum means the memorandum setting forth the flow of funds at closing and the funding of the Term A Loans and Term B Loans, as approved by the Administrative Agent, and a related letter of direction.