CEC. CEC Cash Contribution CEC will contribute $406 million (the “CEC Cash Contribution”) to be used to pay the RSA Forbearance Fees (on the terms described below), for general corporate purposes and to fund sources and uses (and capital structure described herein) required on the effective date of the Plan (“Exit”). In connection with the RSA, CEC shall pay the following cash fees (the “RSA Forbearance Fees”) in United States dollars to the Forbearance Fee Parties (as defined in the RSA) in respect of such Forbearance Fee Parties forbearing from exercising their default-related rights and remedies solely to the extent required by, and as set forth in, the RSA in an amount equal to (a) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims (as defined in the RSA) held by such Forbearance Fee Parties paid at the earlier of the date when (i) holders of 66.66% of the First Lien Note Obligations and the First Lien Bank Obligations sign the RSA (or in respect of the First Lien Bank Obligations a similar restructuring support and forbearance agreement agreeable to CEOC and CEC) and (ii) the Bankruptcy Court enters an order approving the Disclosure Statement and (b) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims held by such Forbearance Fee Parties paid at Exit. For the avoidance of doubt and without limitation, each Forbearance Fee Party shall be an express third party beneficiary with respect to this provision. CEC Standby Commitment $75 million, which shall only be funded if there are insufficient sources and uses (after giving effect to any Available Cash) to fund the capital structure described herein at Exit. For the purpose of determining whether CEC is required to fund the CEC Standby Commitment, the amount of Available Cash shall be deemed to exclude an amount equal to $206 million less the amount of the RSA Forbearance Fees paid by CEC. CEC Put Options Purchases CEC or an affiliated entity shall, pursuant to the Put Options, purchase up to (a) $269 million of PropCo New LP Interests or REIT New Common Stock at a price implying a total value of $269 million for 14.8% of the PropCo on a fully diluted basis (excluding dilution from Equitized CPLV Mezzanine Debt and Preferred PropCo Equity, if any) and (b) $700 million of OpCo New Common Stock at a price per share implying a total value of $700 million for 100% of the OpCo New Common Stock. Domestic Acquisitions and New Building Opportunities CEC and its non-debtor subsidiaries shall give PropCo a right of f...
CEC. CEC Cash Contribution CEC’s cash contributions as per Modified Plan. In addition: In connection with the Bond RSA, CEC shall pay the following cash fees (the “RSA Forbearance Fees”) in United States dollars to the Forbearance Fee Parties (as defined in the Bond RSA) in respect of such Forbearance Fee Parties’ forbearing from exercising their default-related rights and remedies solely to the extent required by, and as set forth in, the Bond RSA in an amount equal to (a) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims (as defined in the Bond RSA) held by such Forbearance Fee Parties which has already been paid and (b) 1.625% of the Forbearance Fee First Xxxx Xxxx Claims held by such Forbearance Fee Parties paid on the Effective Date and which shall not be subject to any tax-related withholdings. For the avoidance of doubt and without limitation, each Forbearance Fee Party shall be an express third party beneficiary with respect to this provision. CEC shall pay to each Consenting Creditor (or its transferee or assignee) who was signatory to the Bond RSA on or prior to January 15, 2015, and that held any First Lien Bank Claims at 10:00 a.m. ET on September 8, 2015 (and which First Lien Bank Claims were still held by such Consenting Creditor on October 7, 2015) (“
CEC. CEC shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return it is responsible for preparing pursuant to Article II, provided that to the extent that such Tax Proceeding relates to REIT Taxes or would reasonably be expected to materially adversely affect the Tax position of any REIT Entity for any Post-Distribution Period, CEC shall (i) keep the REIT informed in a timely manner of the material actions proposed to be taken by CEC with respect to such Tax Proceeding, (ii) permit the REIT at its own expense to participate in the aspects of such Tax Proceeding that relate to REIT Taxes and (iii) not settle any aspect of such Tax Proceeding that relates to REIT Taxes, or pay any REIT Taxes, without the prior written consent of the REIT, which shall not be unreasonably withheld, delayed or conditioned and provided further that the REIT’s rights and CEC’s obligations set forth above shall not apply if and to the extent that CEC elects in writing to forgo its right to indemnification in respect of the REIT Taxes that are the subject of such Tax Proceeding.
CEC. A Kiosk containing 1-3 Customer Service Stations, any necessary peripherals for the integrated solution, including the point of sale coupon shredder and check writers, Kiosk server, networking and software/middleware. POD: A geographic marketing area containing a host computer linking 1-25 Kiosks. EXPRESSION OF INTENT: This document is only an expression of the general terms which might form the basis for a definitive agreement to be entered into between the parties. This document should, in no way, be construed as a binding agreement between the parties. If a definitive agreement incorporating the terms of this document is not completed. for whatever reason, neither party shall have any liability to the other. The exception to this being purchase orders provided between the companies to cover the development costs while the final agreement is being finalized. The target date for a signed contract is February 15, 1997. AGREED: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxx, Xx. ------------------------- --------------------------- Xxxxxxx X. Xxxxxx 1/15/97 Xxxxxxx Xxxxxxx, Xx. V.P. and General Manager President/CEO Payment Systems Division In Store Media Systems, Inc. Xxxxxx Xxxxxxxxxxx [*...*] Confidential material redacted and filed separately with the Commission.
CEC. CEC is a state-owned enterprise established under the laws of the PRC. Established in 1989 with the approval of the State Council of the PRC, CEC is a nationwide electronics and information technology conglomerate directly administered by the PRC government. CEC actively focuses on communications, consumer electronics products, semi-conductor and software sectors in the PRC. CEC is interested in approximately 59.42% of the issued share capital of the Company.
CEC. A Kiosk containing 1-3 Customer Service Stations, any necessary peripherals for the integrated solution. including the point of sale coupon shredder and check writers, Kiosk server, networking and software/middleware. EXPRESSION OF INTENT This document as only an expression of the general terms which might form the basis for a definitive agreement to be entered into between the parties. This document should in no way be construed as a binding agreement between the parties. It a definitive agreement incorporating the terms of this document is not completed for whatever reason neither party shall have any liability to the other. The exception to this being purchase orders provided between the companies to cover the development costs while the final agreement is being finalized. The target date for a signed contract is March 31, 1997. AGREED /s/ Mxxxxxx X. Xxxxxx /s/ Exxxxxx Xxxxxxx, Xx. ----------------------------- ------------------------------ Mxxxxxx X. Xxxxxx Exxxxxx Xxxxxxx, Xx. V.P. and General Manager President/CEO Payment Systems Division In Store Media Systems, Inc. Uxxxxx Xxxxxxxxxxx
CEC. Cash Contribution $131 million to be used by the Company for general corporate purposes and $275 million (the “Additional CEC Contribution”) to fund sources and uses (and capital structure described herein) at Exit. CEC Standby Commitment $75 million, which shall only be funded if there are insufficient sources and uses (after giving effect to any Available Cash) to fund the capital structure described herein at Exit. CEC Put Options Purchases CEC or an affiliated entity shall, pursuant to the Put Options, purchase up to (a) $269 million of PropCo New LP Interests or REIT New Common Stock at a price implying a total value of $269 million for 14.8% of the PropCo on a fully diluted basis (excluding dilution from Equitized CPLV Mezzanine Debt and Preferred PropCo Equity, if any) and (b) $700 million of OpCo New Common Stock at a price per share implying a total value of $700 million for 100% of the OpCo New Common Stock. Domestic Acquisitions and New Building Opportunities CEC and its non-debtor subsidiaries shall give PropCo a right of first refusal to own the real estate, and have CEC or OpCo lease, all non-Las Vegas domestic (U.S.) real estate acquisitions and new building opportunities with CEC retaining management rights with respect to such opportunities. PropCo shall give CEC a right of first refusal to operate and manage all non-Las Vegas properties that PropCo acquires. The material terms of these rights of first refusal to be mutually agreed among the Company, CEC and the Initial Consenting Creditors. CEC Lease Guaranty CEC, OpCo and PropCo will enter into a Management and Lease Support Agreement (the “MLSA”) pursuant to which (i) CEC, or a wholly-owned subsidiary, will manage the properties on behalf of OpCo and (ii) CEC will provide a guaranty in respect of the OpCo’s operating lease obligations, in each case while such lease (including any extensions, renewals or replacements) remains in effect. Certain of the material terms of the MLSA are set forth on Annex II. The remaining terms of the MLSA to be mutually agreed among the Company, CEC and the Initial Consenting Creditors on or prior to noon on December 24, 2014, with such terms being annexed hereto. Certain of the material terms of the operating leases are set forth on Annex II. The remaining terms of the operating leases to be mutually agreed among the Company, CEC and the Initial Consenting Creditors on or prior to noon on December 24, 2014, with such terms being annexed hereto. Releases Th...
CEC. CEC is a state-owned enterprise established under the laws of the PRC. Established in 1989 with the approval of the State Council of the PRC, CEC is a nationwide electronics and information technology conglomerate directly administered by the PRC government. CEC actively focuses on communications, consumer electronics products, semi-conductor and software sectors in the PRC. CEC indirectly holds 59.42% of the issued share capital of the Company. LISTING RULES IMPLICATIONS As at the date of this announcement, CEC is the ultimate controlling shareholder of the Company indirectly holding 59.42% of the issued share capital of the Company. CEC is therefore a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under each of the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules for the annual caps of the transactions contemplated under each of the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement exceed 0.1% but all of which are less than 5%, the entering into of the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements, but are exempt from the independent shareholders’ approval requirement under the Listing Rules. None of the Directors have a material interest in the 2024 Master Property Management Services Agreement, the 2024 First Master Lease Agreement and the 2024 Second Master Lease Agreement and the transactions contemplated thereunder. Accordingly, no Director was required to abstain from voting on the Board resolutions for considering and approving the same.
CEC. CEC is one of the leading VPN service providers in the PRC with a nationwide IP-VPN operating licence granted by the Ministry of Industry and Information Technology of the PRC, which allows CEC to provide domestic VPN services throughout China. CEC was founded in 2000 and has since built an extensive network in the PRC with its headquarters in Beijing. CITIC Limited CITIC Limited is one of China’s largest conglomerates with businesses in comprehensive financial services, advanced intelligent manufacturing, advanced materials, new consumption and new-type urbanisation. CITIC Limited enjoys leading market positions in sectors well matched to China’s economy. With its rich history, diverse platform and pioneering spirit, CITIC Limited is uniquely positioned to capture opportunities in China and overseas. CITIC Limited is listed on the Stock Exchange and it is a constituent of the Hang Seng Index. CITIC Group, a Chinese state-owned enterprise, owns 58% of CITIC Limited. CITIC Group CITIC Group is the ultimate controlling shareholder of each of the Company and CITIC Limited and is a Chinese state-owned enterprise under the Ministry of Finance of the PRC. Since its establishment in 1979, CITIC Group has been a pioneer of China’s economic reform. It makes investments in areas with long-term potential as well as those aligned with national priorities. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the following meanings:
CEC. California Electric Code; Most Recent Edition Adopted by Authority Having Jurisdiction, Including All Applicable Amendments and Supplements, as based on NFPA 70.
