MLP Transaction definition

MLP Transaction has the meaning set forth in Section 6.6.
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MLP Transaction means, collectively, (a) the contribution, sale or other disposition by the Borrower or one or more of its Subsidiaries of (i) certain Oil and Gas Interests generally consisting of (x) working interests in onshore natural gas and oil exploration and production operations in the Permian Basin from the surface to and including the Canyon Sand formation and in the East Texas/North Louisiana area from the surface to and including the Cotton Valley formation and (y) owned midstream assets and other assets related to such properties to MLP JV LLC and (ii) all of the Equity Interests of MLP JV LLC to EXCO/HGI MLP, in exchange for (1) common units of EXCO/HGI MLP representing 25.5% of the outstanding limited partnership interests of EXCO/HGI MLP, (2) general partner units of MLP General Partner representing 50% of the outstanding general partner interests of MLP General Partner and (3) a cash distribution of not less than $500,000,000 and (b) the contribution by MLP Partner of not less than $305,000,000 in cash to EXCO/HGI MLP in exchange for (i) common units of EXCO/HGI MLP representing 74.5% of the outstanding limited partnership interests of EXCO/HGI MLP and (ii) general partner units of MLP General Partner representing 50% of the outstanding general partner interests of MLP General Partner.
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MLP Transaction means, collectively, (a) the contribution, sale or other disposition by the Borrower or one or more of its Subsidiaries of (i) certain Oil and Gas Interests generally consisting of (x) working interests in onshore natural gas and oil exploration and production operations in the Permian Basin from the surface to and including the Canyon Sand formation and in the East Texas/North Louisiana area from the surface to and including the Cotton Valley formation and (y) owned midstream assets and other assets related to such properties to MLP JV LLC and (ii) all of the Equity Interests of MLP JV LLC to MLP Limited Partnership, in exchange for (1) common units of MLP Limited Partnership representing 25.5% of the outstanding limited partnership interests of MLP Limited Partnership, (2) general partner units of MLP General Partner representing 50% of the outstanding general partner interests of MLP General Partner and (3) a cash distribution of not less than $500,000,000 and (b) the contribution by MLP Partner of not less than $305,000,000 in cash to MLP Limited Partnership in exchange for (i) common units of MLP Limited Partnership representing 74.5% of the outstanding limited partnership interests of MLP Limited Partnership and (ii) general partner units of MLP General Partner representing 50% of the outstanding general partner interests of MLP General Partner; provided that such transactions are consummated pursuant to and in accordance with the terms of the MLP Principal Documents.
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Examples of MLP Transaction in a sentence

  • Notwithstanding the foregoing, a Permitted MLP Transaction shall not constitute a Change of Control.

  • Immediately after the consummation of the MLP Transaction, the Consolidated Group shall meet the requirements with respect to Fixed Charge Coverage Ratio, Net Worth and Long Term Debt as set forth in Section 8(b)(i), (ii) and (iii) above.

  • No reduction of the Revolving Credit Commitments will be required under this Section 4.4.5 with respect to proceeds of the MLP Transaction.

  • Immediately after the consummation of the MLP Transaction, the Consolidated Group shall meet the requirements with respect to Fixed Charge Coverage Ratio , Net Worth and Long Term Debt as set forth in Section 8(b)(i), (ii) and (iii) above.

  • MLP Transaction: means a transfer of assets by the Issuer to an MLP where the Issuer controls, directly or indirectly, 100 % of the voting rights and equity of the General partner and at least 50 % of the equity of the MLP.

  • The Administrative Agent and each Lender (or at least the required percentage thereof) hereby consent to the consummation of the MLP Transaction; provided that at the time of or immediately prior to the consummation of the MLP Transaction, each of the MLP Transaction Conditions shall have been satisfied.

  • Upon the consummation of the MLP Transaction in accordance with the terms of this Agreement, the Borrowing Base then in effect shall be reduced by $400,000,000 and shall remain at such amount until the earlier of (i) the next Redetermination of the Borrowing Base and (ii) the date such Borrowing Base is otherwise reduced pursuant to the terms of this Agreement.

  • BG JV Documents, Xxxxxxxxx XX Documents and MLP Transaction Documents 107 ARTICLE VIII GUARANTEE OF OBLIGATIONS 107 Section 8.01.

  • The MLP Transaction will be effectuated through pre-packaged chapter 11 cases filed by both (i) MLP and (ii) FPFC.

  • Following a Qualifying MLP Transaction the term JV Company includes the MLP.


More Definitions of MLP Transaction

MLP Transaction means the sale by the members of the Arch Coal Group of those properties identified on Schedule 1.1(M) in an arms-length, sale transaction on reasonable and customary terms, which transaction forms a master limited partnership or similar entity for the purpose of acquiring such properties and potentially other coal mining properties from members of the Arch Coal Group and potentially other Persons not related to the Arch Coal Group and provides partnership interests in such partnership to the Arch Coal Group. Month, with respect to an Interest Period under the Euro-Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any Interest Period for any Loan subject to a Euro-Rate Option begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.
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MLP Transaction means the closing of a distribution and sale to the public, in an underwritten public offering registered for such purpose under the Securities Act of 1933, as amended, of limited partnership interests in a master limited partnership involving the LP gas distribution business of SYN and either or both of the LP gas distribution businesses of Energy and CGI.
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MLP Transaction means a contribution by the Company or any of its Subsidiaries of all or substantially all of its assets, or a contribution by the Members of all or substantially all of the Interests, to a limited partnership in a master limited partnership structure (“MLP”), or the restructuring of the Company as an MLP, in connection with an underwritten public offering of securities of such MLP, provided that the Members, directly or indirectly, retain ownership of at least 50% of the equity interest and voting securities of the general partner of the MLP immediately following the offering.
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MLP Transaction has the meaning set forth in the Transaction Term Sheet.
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Related to MLP Transaction

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

  • 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:

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • Asset Swap Transaction means each asset swap transaction entered into under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) or 2002 ISDA Master Agreement (or such other ISDA pro forma master agreement as may be published by ISDA from time to time) (together with the schedule and confirmation relating thereto, including any guarantee thereof and any credit support annex entered into pursuant to the terms thereof, and each as amended or supplemented from time to time, an “Asset Swap Agreement”) entered into by the Issuer with an Asset Swap Counterparty in connection with a Non-Euro Obligation under which the Issuer swaps cash flows receivable on such Non-Euro Obligation for Euro-denominated cash flows from such Asset Swap Counterparty.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

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

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Business Combination Transaction means:

  • Package Transaction means a transaction involving two or more instruments:

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • 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.

  • Excluded Transactions means:

  • Company Transaction means the consummation of

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

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • 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.

  • 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.