Javelina Acquisition definition

Javelina Acquisition means the acquisition by the MLP and contribution to the Borrower of assets consisting of the Javelina Gas Plant and the Javelina Pipeline System and the acquisition by the MLP and contribution to the Borrower of the equity interest of the entities owning the Javelina Gas Plant and Javelina Pipeline System.
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Javelina Acquisition means MarkWest’s acquisition of certain equity interests pursuant to the Acquisition Agreements.
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Javelina Acquisition means collectively the acquisition by the MLP of (i) 100% of the membership interest in Javelina Gas Processing LLC pursuant to the Xxxx-XxXxx PSA, (ii) 100% of the general and limited partnership interest in K-M Javelina LP pursuant to the Xxxx-XxXxx PSA, (iii) 40% of the capital stock of Javelina Company pursuant to the Xxxx-XxXxx PSA, 40% of the capital stock of Javelina Company pursuant to the El Paso PSA, and 20% of the capital stock of Javelina Company pursuant to the Valero PSA, (iv) 40% of the capital stock of Javelina Pipeline Company pursuant to the Xxxx-XxXxx PSA, 40% of the capital stock of Javelina Pipeline Company pursuant to the El Paso PSA, and 20% of the capital stock of Javelina Pipeline Company pursuant to the Valero PSA, (v) 100% of the membership interest in Javelina Land Company, L.L.C. pursuant to the El Paso PSA, (vi) 100% of the membership interest in Javelina Holding GP, L.L.C. pursuant to the El Paso PSA and (vii) 100% of the general and limited partnership interest in Javelina Holding Company, L.P. pursuant to the El Paso PSA.
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Examples of Javelina Acquisition in a sentence

  • The Javelina Acquisition was closed on November 1, 2005 pursuant to the terms of the Acquisition Agreements.

  • Also upon receipt of any monies resulting from a Purchase Price Decrease in connection with the Javelina Acquisition, the Aggregate Commitments shall be permanently reduced, and the Loans shall be prepaid, not later than one (1) Business Day following the receipt of such monies, in an amount equal to the amount of such monies received, as provided in Section 2.04(b)(vii).

  • MarkWest GP has determined, in good faith, that the Javelina Acquisition was an “Acquisition” (as defined in the Partnership Agreement) that satisfies the requirements of Section 5.7(b) of the Partnership Agreement and thus allows the issuance of the Purchased Units without the prior approval of the MarkWest unitholders.

  • Except as set forth in or contemplated by the MarkWest SEC Documents filed with the Commission on or prior to the date hereof and except indebtedness incurred in connection with the Javelina Acquisition, MarkWest has neither issued Partnership Securities (other than under its Long-Term Investment Plan and its other equity compensation plans, each as described in the MarkWest SEC Documents filed with the Commission on or prior to the date hereof) nor incurred material indebtedness since June 30, 2005.

  • Except as set forth in or contemplated by the MarkWest SEC Documents filed with the Commission on or prior to the date hereof and except indebtedness incurred in connection with the Javelina Acquisition, MarkWest has neither issued Partnership Securities (other than under its Long-Term Investment Plan and its other equity compensation plans, each as described in the MarkWest SEC Documents filed with the Commission on or prior to the date hereof) nor incurred material indebtedness since September 30, 2005.

Related to Javelina Acquisition

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

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

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Land acquisition means the taking of or alienation of land, buildings or other assets thereon for purposes of the Project.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares of any class pursuant to a Dividend Reinvestment Plan;

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • 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.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

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

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Acquisition means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.