GIP Transaction definition

GIP Transaction means the transactions contemplated by the GIP Purchase Agreement.

GIP Transaction means the transactions contemplated by the GIP Purchase Agreement. “Second Amendment Effective Date” means June 20, 2018.

GIP Transaction means, collectively, the acquisition of all of the issued and outstanding limited liability company interests of GIP, including any merger of a direct wholly-owned subsidiary of the Issuer with and into the Guarantor, with the Guarantor surviving the merger as a wholly-owned subsidiary of the Issuer, in accordance with Section 251(g) of the Delaware General Corporation Law, in each case, in accordance with the terms and conditions of the Transaction Agreement.

Examples of GIP Transaction in a sentence

• See Note 1—General for additional information regarding the GIP Transaction.

• CEG Master Services Agreements Following the consummation of the GIP Transaction, Clearway Energy, Inc.

• As a result of the GIP Transaction, GIP indirectly acquired a 45.2% economic interest in Clearway Energy LLC (formerly NRG Yield LLC) and a 55.0% voting interest in the Company.

• The GIP Transaction did not impact the Company’s direct ownership structure.

• As such, the Company applies the guidance of ASC 810, Consolidations, to determine when an entity that is not controlled through its voting interests should be consolidated.The Company has elected not to push down the effects of the GIP Transaction to its consolidated financial statements and accordingly, there was no change in basis of presentation related to the GIP Transaction.

• Acquisition-Related Transaction and Integration Costs Acquisition-related transaction and integration costs of $20 million during the year ended December 31, 2018, reflect fees paid to advisors and other costs associated with the GIP Transaction, as well as fees paid in connection with the acquisitions that took place in 2018, as further described in Note 3, Business Acquisitions.

• Changes in Internal Control over Financial Reporting In connection with the GIP Transaction, the Company entered into a TSA pursuant to which NRG Energy, Inc.

• Prior to the consummation of the GIP Transaction, any Issuer Order or Issuer Request may be delivered by the Guarantor on behalf of the Issuer.

• As a consequence of the GIP Transaction, a Fundamental Change occurred pursuant to the terms of the Notes and the Indentures, which obligates us to repurchase all Notes validly surrendered and not withdrawn.

• In addition, CEG LLC expects to make grants of shares of Class A Common Stock and/or Class C Common Stock of up to $1 million in the aggregate to certain of its employees in connection with the closing of the GIP Transaction pursuant to employment agreements and may also make grants of shares of Class A Common Stock and/or Class C Common Stock to certain of its employees in connection with grants under its long-term incentive plan, the Clearway Energy Group LLC Long Term Equity Incentive Plan.