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

  • The Restructuring Transactions shall include, but not be limited to, the Restructuring Transactions set forth in the Restructuring Transaction Steps Memorandum.

  • Pursuant to sections 363 and 1123 of the Bankruptcy Code, the Confirmation Order shall and shall be deemed to authorize the Restructuring Transactions, including, without limitation, those set forth in the Restructuring Transaction Steps Memorandum, which shall and shall be deemed to occur in the sequence set forth therein.

  • The Restructuring Transactions Description and/or the Transaction Steps Memorandum may provide that the Wind Down Entities will be classified as “liquidating trusts,” “disputed ownership funds” (each as described below) or other type of entity.

  • Proceeds of any Rights Offering shall be used to fund, among other things, distributions to Holders of Allowed Taj DIP Claims as provided herein and in accordance with the Transaction Steps Memorandum.

  • The provisions of this Agreement shall be subject to and effected in accordance with (and in the order set out in) the Transaction Steps Memorandum, subject to any amendments agreed between the Borrower, the Retiring Agent and the Continuing Lender (each, acting reasonably).

  • See, e.g., OCTG Decision Memorandum at “Provision of Steel Rounds for LTAR.”We further find that the GOC’s provision of green tubes for LTAR to be a domestic subsidy as described under 19 CFR 351.525(b)(3).

  • Notwithstanding anything to the contrary herein, as set forth in the Transaction Steps Memorandum, the primary obligation(s) (including Secured Obligations, as defined in the Taj Senior Notes Indenture and the Taj DIP Notes Indenture) in respect of the Taj Senior Notes and Taj DIP Notes shall remain outstanding for purposes of, among other things, liquidating the assets of the Taj Debtors and their non-Debtor subsidiaries after the Effective Date.

  • 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.

  • In accordance with the Transaction Steps Memorandum, the Holders, upon receipt of an amount equal to the Allowed Taj DIP Claims, shall assign or transfer the Taj DIP Notes to the Wind Down Entities or one or more subsidiaries of the Wind Down Entities, which shall remain outstanding and shall retain substantially the same security interests, liens, pledges, and encumbrances that currently secure the Taj DIP Claims, other than as against the Debtors.

  • In order to implement the Restructuring Transactions, the Debtors are authorized to take the steps described in the Restructuring Transaction Steps Memorandum.


More Definitions of Transaction Steps Memorandum

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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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.
Sample 1
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.
Sample 1

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 the Operating and Administrative Procedures Memorandum as amended or varied from time to time (in respect of any Tranche) by agreement between the Issuer and the relevant Dealer or Lead Manager with the approval in writing of the Agent;

  • 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 means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.

  • 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(q) of this Agreement.

  • Offering Memorandum means the preliminary offering memorandum dated March 15, 2021, as supplemented by the related pricing term sheet dated March 15, 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 and all other agreements and documents relating to the Acquisition, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

  • 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.