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) Xxxxxxxx and “£” means lawful money of the United Kingdom.
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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 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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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.

  • SCHEDULE 1 [***] Exhibit B Implementation Steps Memo Quotient Limited 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.

  • 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.

  • The Specialty Television Transfer, the Intermediate Transfers, the Separation Transfers and the Shelter Transfer shall be deemed to occur in the order specified in the Steps Memo.

  • The Conversion Rate shall not, however, be adjusted with respect to any use of the proceeds of the offer and sale of the Series A-1 Convertible Preferred Stock pursuant to the Securities Purchase Agreement or in connection with any transaction contemplated by the Up-C Steps Memo (as defined in the Securities Purchase Agreement).

  • In the case of any Seller Services required to be performed as part of the Seller Reorganization (each being a “Seller Reorganization Item”), this Agreement shall continue until all actions relating to that Seller Reorganization Item, as set out in the Seller Services Schedule, the Steps Memo and/or the Separation Plans, have been completed in accordance with this Agreement, the Seller Services Schedule, the Steps Memo and/or the Separation Plans, as applicable.

  • All references to a value amount in US$ or other currency in this Agreement or any other document required in relation to the transactions contemplated by this Agreement, including for the avoidance of doubt the Steps Memo, shall be deemed to also include a reference to the converted value amount in any other currency.

  • Implementation Plan means the Implementation Steps Memo attached as Exhibit B to the Transaction Support Agreement, as the same may be amended from time to time in accordance with the terms of the Transaction Support Agreement.

  • Implementation: The Transaction will be consummated pursuant to a Consensual Transaction or a Fallback Scheme in all material respects with the terms and conditions of this Term Sheet and pursuant to the steps set forth in the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion.


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

  • Implementation Schedule means the Implementation Schedule in Section VII of the tendering documents.

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

  • Complete application means a document prepared in

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

  • COVID-19 Measures means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure or sequester order, guideline, recommendation or Law, or any other applicable Laws, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19.

  • Restructuring has the meaning set forth in the Recitals.

  • Disaster recovery project means a project located on property