Drop Down Transactions definition
Examples of Drop Down Transactions in a sentence
At the time of and immediately after giving effect to the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on the Drop Down Date, no Default or Event of Default shall have occurred and be continuing or would result therefrom.
There are no Adverse Proceedings that (a) individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (b) in any manner question the validity or enforceability of any of the Credit [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] Documents or otherwise directly involve any of the Credit Documents or the Transactions, the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on or prior to the Drop Down Date.
The MLP IPO shall have occurred, or substantially concurrently with the effectiveness of the Drop Down Transactions shall occur, on terms and conditions consistent in all material respects with the information set forth in the Registration Statement, including with respect to the ownership structure, the assets and the liabilities of the MLP Parties and including the contribution to the Partnership of all the Equity Interests in each of Alon USA Delaware, LLC and Alon Refining, Inc.
There shall not exist any Adverse Proceeding that, individually or in the aggregate, materially impairs the MLP IPO, the Drop Down Transactions, the other transactions contemplated by the Registration Statement to occur on or prior to the Drop Down Date or any of the other transactions contemplated by the Credit Documents or the MLP Credit Documents or could reasonably be expected to have a Material Adverse Effect (as defined under the MLP Credit Agreement) or a Material Adverse Effect.
On the Drop Down Date, the Borrower shall prepay the Borrowings in an aggregate amount equal to the lesser of (i) 100% of the Net Proceeds received by the Borrower or any Subsidiary in respect of the MLP IPO and (ii) the difference between the aggregate outstanding principal amount of the Borrowings and the MLP Amount as of the Drop Down Date (and before giving effect to the Drop Down Transactions).
The Borrower shall have prepaid, or substantially concurrently with the effectiveness of the Drop Down Transactions shall prepay, Term Loans in accordance with Section 2.11(d) and after giving effect thereto the aggregate outstanding principal amount of the Term Loans shall not exceed $50,000,000.
Immediately after giving effect to the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on the Drop Down Date, no “Default” or “Event of Default” under the MLP Credit Agreement shall have occurred and be continuing or would result therefrom.
All such certificates, whether issued prior or subsequent to the change of status of such officers, shall be recognized by this Trust from the date of issuance thereof as valid and binding certificates of Common Shares of this Trust in all respects.
Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons that, in each case, are necessary in connection with the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on or prior to the Drop Down Date, and each of the foregoing shall be in full force and effect.
The Partnership shall have applied, or substantially concurrently with the effectiveness of the Drop Down Transactions shall apply, all the Net Proceeds received by it from the MLP IPO to the repayment of Existing Subordinated Intercompany Notes and, to the extent of the excess of such Net Proceeds over the outstanding principal amount of such notes, otherwise shall have dividended such proceeds to the Borrower or its Restricted Subsidiaries (other than the MLP Parties).