Transaction Steps Memorandum definition

Transaction Steps Memorandum means the transaction steps memorandum relating to the transactions contemplated by this Agreement (including the settlement of the Senior Secured Notes) in the agreed form.
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Transaction Steps Memorandum means one or more written documents (which may be in the form of a written memorandum or a Microsoft PowerPoint or similar presentation format) illustrating the various restructuring-related transactions used to effect the Plan, the UK Proceeding, and the Singapore Scheme (including any netting contemplated by the Intercompany Netting Agreement, the Intercompany Netting Orders, or otherwise).
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Transaction Steps Memorandum means a memorandum to be included in the Plan Supplement, prior to the Effective Date, that, among other things, sets forth the steps necessary to effectuate the transfer of the Initial Shares to Holders of Taj Senior Notes Claims in connection with the Credit Bid Transaction, the Rights Offering, if applicable, the conversion of Fung’s existing ownership interests in the BVI Company into a corresponding percentage ownership interest on a fully-diluted basis in the share capital of the Asia JV, and the transfer of the Taj DIP Notes to the Wind Down Entities as contemplated under Article IV.C.
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Examples of Transaction Steps Memorandum in a sentence

  • For greater certainty and notwithstanding anything else contained herein, the Parties acknowledge and agree that the transactions described in this Section 2.1 and elsewhere in this Agreement shall occur as part of the Transaction Steps in the order and at the times described in the Transaction Steps Memorandum.

  • Effective as of the date hereof, at the time and in the order specified in the Transaction Steps Memorandum, Seller hereby sells, transfers and assigns to Purchaser and Purchaser hereby purchases and accepts from Seller, all of Seller’s right, title and interest in and to the Acquired Interest.

  • See “Information About the Transactions–Overview.” For a more complete description of the transaction steps, please see the Transaction Steps Memorandum attached as Exhibit A to the Separation Agreement, which is attached as Annex B to this information statement/prospectus.


More Definitions of Transaction Steps Memorandum

Transaction Steps Memorandum means a memorandum, to be included in the Plan Supplement that, among other things, sets forth the steps necessary to effectuate the Credit Bid, the Rights Offering and the transfer of the Taj DIP Notes to the Wind Down Entities as contemplated under Article IV.C.
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Transaction Steps Memorandum means the steps memorandum prepared by KPMG LLP, advisors to the Purchaser, dated the date hereof, as initialled by the Parties and as amended from time to time by written agreement of the Parties.
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Transaction Steps Memorandum means that certain draft strawman structure report prepared by Deloitte Touche Tohmatsu Limited (or one of its Affiliates) and delivered to the Lead Arrangers (or their counsel) prior to the Effective Date.
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Related to Transaction Steps Memorandum

  • 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).

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • 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.

  • 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 Trustee, the Permanent Dealers (as defined in the Dealer Agreement) and the Issuing and Paying Agent and which, at the date of this Trust Deed, are set out in Schedule A to the Dealer Agreement;

  • Public Documents As defined in Section 4.02(a) of this Agreement.

  • Funds Flow Memorandum means the flow of funds memorandum in the agreed form prepared on behalf of the Company by Xxxxxx Xxxxxxxx containing details of the flow of funds at Closing.

  • 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.

  • L/C Documents is defined in Section 3.4 hereof.

  • Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;

  • Transaction Size means Lot Size multiplied by number of Lots.

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

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • Offering Memorandum means the preliminary offering memorandum dated March 1, 2021, as supplemented by the related pricing term sheet dated March 1, 2021, relating to the offering and sale of the Notes.

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Disclosure Documents is defined in Section 5.3.

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between the Target or its Affiliates and Holdings or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Sale Documents means this Agreement, the Fee Agreement, the Exhibits hereto to which the Seller is a party and all other certificates, instruments, agreements and documents executed from time to time by the Seller in connection with the transactions contemplated in this Agreement.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.