Structure Memorandum definition

Structure Memorandum means the “Project Cleopatra Structure Memorandum”, together with the annexes, dated 31 October 2014, as may be updated from time to time to reflect the implementation of the Transactions subject to the provisions of Clause 28.26 (Structure Memorandum).

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Structure Memorandum means that certain structuring memorandum delivered to the Administrative Agent and the Lenders.

Structure Memorandum means the structure memorandum prepared by Ernst & Young entitled: “Orange Acquisition Structure” dated June 28, 2012 as may be updated or amended by the Borrower at any time following the Effective Date until the Closing Date with the consent of the Administrative Agent (acting reasonably).

Examples of Structure Memorandum in a sentence

The Parent shall not amend the Structure Memorandum in a way that is reasonably likely to be materially prejudicial to the interests of the Lenders without the consent of the Majority Lenders (acting reasonably).
Bidco: Cobham Ultra Acquisitions Limited, the entity identified as "Cobham Neptune Bidco" in the Tax Structure Memorandum.
Cobham Ultra SunCo S.à ▇.▇., the direct Holding Company of the Company, identified as "Neptune SUNco" in the Tax Structure Memorandum.
All necessary intra-Group loans, transfers, share exchanges and other steps resulting in the final Group structure are set out in the Structure Memorandum and have been or will be taken in compliance with all relevant laws and regulations and all requirements of relevant regulatory authorities.
The Company: Cobham Ultra SeniorCo S.à ▇.▇., the entity identified as "Neptune SeniorCo" in the Tax Structure Memorandum.

More Definitions of Structure Memorandum

Structure Memorandum means the structure reports relating to the Offer, the Senior Facilities, the Bridge Facility and the PIK Facility prepared by ▇▇▇▇-▇▇▇▇▇ and PricewaterhouseCoopers LLP in the Agreed Form.

Structure Memorandum means the structure paper entitled Project Super Structure Tax Planning Analysis and dated October 22, 2015 describing the Group and the Acquisition and prepared by Ernst & Young Transactions Limited.

Structure Memorandum means the tax structure memorandum relating to the Transactions prepared by Ernst & Young LLP (on a non-reliance basis).

Structure Memorandum means the memorandum and charts prepared by or on behalf of the Company referred to as such in Part I of Schedule 2 (Conditions Precedent Documents).

Structure Memorandum means the acquisition step paper “Motherwell-Steps Memorandum” in connection with the Memorex Acquisition prepared by White & Case LLP dated 18 December 2007.

Structure Memorandum means the tax structuring paper relating to the Block Purchase, the Cash-Out Merger, the Merger by Absorption, the Fallback Plan and the structure of ▇▇▇▇ ▇▇ and it Subsidiaries dated June 13, 2005, prepared by KPMG which is addressed to or is otherwise capable of being relied upon by the Finance Parties.

Structure Memorandum means the structure paper entitled "Project Alpha – Cash Upstream - September 2017” describing the Group and each Acquisition and prepared by KPMG in the agreed form.