Drop Down Transactions definition

Drop Down Transactions means the contribution, sale, lease, conveyance, disposition or other transfer by Holdings of (a) any Drop Down Retail Assets to the Restricted Entities or (b) any Drop Down MLP Assets to the MLP Entities.
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Drop Down Transactions as defined in the Alon USA Energy Credit Agreement.
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Drop Down Transactions has the meaning set forth in the Recitals.
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Examples of Drop Down Transactions in a sentence

  • 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, (i) materially impairs 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 or any of the other transactions contemplated by the Credit Documents or (ii) could reasonably be expected to have a Material Adverse Effect.

  • 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.

  • 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.

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  • 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 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.

  • 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).

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  • 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.


More Definitions of Drop Down Transactions

Drop Down Transactions means the acquisition transactions contemplated by the Drop-Down Agreement.
Sample 1
Drop Down Transactions as defined in Section 11.1.
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Drop Down Transactions means the contribution, sale, lease, conveyance, disposition or other transfer by Borrowers of Drop Down Assets to Delek Logistics and/or one or more of Delek Logistics’ Subsidiaries (but which Subsidiaries shall in no event include a Loan Party); together with any related agreements; provided, that, (a) the terms and conditions of such transactions, taken as a whole, are not less favorable than those that would be obtained by the Borrowers in a comparable arm’s-length transactions with unaffiliated third parties, (b) the consideration for such contribution, sale, lease, conveyance, disposition or other transfer shall be not less than seventy (70%) percent paid in cash to Borrowers, (c) such transactions are entered into pursuant to the reasonable business judgment of such Borrower or such Subsidiary party thereto, and (d) such transactions are not entered into during the continuance of a Default or an Event of Default and no Default or Event of Default would be caused thereby.
Sample 1
Drop Down Transactions means the contribution, sale, lease, conveyance, disposition or other transfer by the Borrower and/or its Subsidiaries of the Drop Down Assets and the Drop Down Subsidiaries to the MLP, the MLP GP or any of their respective Subsidiaries; provided that no assets that constitute Collateral shall be permitted to be contributed, sold, leased, conveyed, disposed or otherwise transferred pursuant to any such transaction. “Eligible Carrier” means any of the terminals, warehouses, carriers and pipeline companies listed or described in Schedule 1.1(a) to this Agreement, as such Schedule 1.1(a) may be revised by the Borrower from time to time with the consent of the Agent, such consent not to be unreasonably withheld.
Sample 1

Related to Drop Down Transactions

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Business Combination Transaction means:

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Excluded Transactions means:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.