Steps Memo definition
Examples of Steps Memo in a sentence
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.
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.
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.
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.
For the avoidance of doubt, the Restructuring Steps Memo shall take precedence in the event of any conflict between the terms of this Article II and the Restructuring Steps Memo, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Distribution Effective Time shall be deemed to have been made prior to the Distribution Effective Time consistent with the Restructuring Steps Memo.
The parties agree that they shall take, or cause to be taken, at the times and in the order prescribed therein, the transactions set forth in the Steps Memo.
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).
Notwithstanding the foregoing, Buyer may, upon written notice to Seller, assume and control the defense of any portion of a Tax Claim described in this Section 4.15(i) that is attributable to Steps 1 - 24 and 40 - 79 in the Steps Memo at its own cost and expense and with its own counsel.
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.
It is the intent of the Parties that after consummation of the transactions contemplated hereby and by the Ancillary Agreements in the order contemplated by and otherwise in accordance with the Steps Memo, subject to Section 2.6, members of each Group will conduct such Group’s Corresponding Business, own or hold all of CW Media’s and its Subsidiaries’ right, title and interest in and to such Group’s Corresponding Assets and Assume directly or indirectly (or retain) such Group’s Corresponding Liabilities.