Midstream Acquisition definition

Midstream Acquisition means the acquisition, indirectly, by the Borrower of all of the issued and outstanding Equity Interests of Columbia Midstream Group, LLC, a Delaware limited liability company (“Midstream Target”), pursuant to the Midstream Acquisition Agreement, which acquisition will be effected through the sale by Midstream Seller of all of the outstanding Equity Interests of Midstream Target to Midstream Buyer.
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Midstream Acquisition means the acquisition by any Loan Party or one or more of its Subsidiaries, in a single transaction or in a series of related transactions, of property or assets from another Person (other than the Borrower or any of its Subsidiaries) so long as the property or assets being acquired is engaged or used (or intended to be used), as applicable, primarily in an activity that would generate qualifying income within the meaning of Section 7704(d) of the Code.
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Midstream Acquisition means the acquisition by TexStar Eastex NewLine, L.P., TexStar Eastex Protreat I, L.P. and TexStar Eastex Protreat II, L.P. of the Midstream Assets from Valence Midstream, Ltd. and EEC Midstream, Ltd.
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Examples of Midstream Acquisition in a sentence

  • The proceeds of the Term A-2 Loans were used for the funding of a portion of the Midstream Acquisition and for general corporate purposes.


More Definitions of Midstream Acquisition

Midstream Acquisition means the acquisition, indirectly, by the Borrower of all of the issued and outstanding Equity Interests of Columbia Midstream Group, LLC, a Delaware limited liability company (“Midstream Target”), pursuant to the Midstream Acquisition Agreement, which acquisition will be effected through the sale by Midstream Seller of all of the outstanding Equity Interests of Midstream Target to Midstream Buyer. “Midstream Acquisition Agreement” means that certain Purchase and Sale Agreement, dated as of July 2, 2019, by and among Columbia Midstream & Minerals Group, LLC, a Delaware limited liability company (“Midstream Seller”), UGI Energy Services, LLC, a Pennsylvania limited liability company (“Midstream Buyer”), and solely for the purposes set forth therein, each of the Borrower and TransCanada PipeLine USA Ltd., a Nevada corporation, as amended from time to time in accordance with the terms of this Agreement. “Midstream Buyer” has the meaning assigned to such term in the definition of “Midstream Acquisition Agreement”. “Midstream Seller” has the meaning assigned to such term in the definition of “Midstream Acquisition Agreement”. “Midstream Target” has the meaning assigned to such term in the definition of “Midstream Acquisition”. “Xxxxx’x” means Xxxxx’x Investors Service, Inc. “Mountaineer Acquisition” means the acquisition by the Borrower of all of the issued and outstanding Equity Interests of the Mountaineer Target pursuant to the Mountaineer Acquisition Agreement. “Mountaineer Acquisition Agreement” means that certain Purchase and Sale Agreement, dated as of December 29, 2020, by and among the Borrower, iCON Infrastructure Partners (Mountaintop), L.P., a Guernsey limited partnership, iCON Infrastructure Partners (Mountaintop) II, L.P., a Guernsey limited partnership, and IGS Utilities LLC, a West Virginia limited liability company, as amended by that certain Letter Agreement, dated as of February 22, 2021, by and between the Borrower and iCON Infrastructure Partners (Mountaintop), L.P., a Guernsey limited partnership, and as further modified by that certain Consent to Second Amendment of that certain Third Amended and Restated Credit Agreement, dated as of April 7, 2021, by and among the Borrower, iCON Infrastructure Partners (Mountaintop), L.P., a Guernsey limited partnership and iCON Infrastructure Partners (Mountaintop) II, L.P., a Guernsey limited partnership, and as may be further amended from time to time in accordance with the terms of this Agreement. “...
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Midstream Acquisition. “Xxxxx’x” means Xxxxx’x Investors Service, Inc. “Mountaineer Acquisition” means the acquisition by the Borrower of all of the issued and outstanding Equity Interests of the Mountaineer Target pursuant to the Mountaineer Acquisition Agreement. “Mountaineer Acquisition Agreement” means that certain Purchase and Sale Agreement, dated as of December 29, 2020, by and among the Borrower, iCON Infrastructure Partners (Mountaintop), L.P., a Guernsey limited partnership, iCON Infrastructure Partners (Mountaintop) II, L.P., a Guernsey limited partnership, and IGS Utilities LLC, a West Virginia limited liability company, as amended by that certain Letter Agreement, dated as of February 22, 2021, by and between the Borrower and iCON Infrastructure Partners (Mountaintop), L.P., a Guernsey limited partnership, and as further modified by that certain Consent to Second Amendment of that certain Third Amended and Restated Credit Agreement, dated as of April 7, 2021, by and among the Borrower, iCON Infrastructure Partners (Mountaintop), L.P., a Guernsey limited partnership and iCON Infrastructure Partners (Mountaintop) II, L.P., a Guernsey limited partnership, and as may be further amended from time to time in accordance with the terms of this Agreement. “Mountaineer Target” means Mountaintop Energy Holdings LLC, a Delaware limited liability company. 26
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Related to Midstream Acquisition

  • Business Acquisition means the acquisition, by purchase or otherwise, of all or substantially all of the assets (or any part of the assets constituting all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including through the acquisition of the business of, or Capital Stock of, such Person.

  • Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

  • 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.

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

  • Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

  • Significant Acquisition means the acquisition (in one or a series of related transactions) of all or substantially all of the assets or Equity Interests of a Person or any division, line of business or business unit of a Person for an aggregate consideration in excess of $750,000,000.

  • Permitted Business Acquisition means any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by the Borrower and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower shall be in Pro Forma Compliance immediately after giving effect to such acquisition or investment and any related transaction; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests of persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 0.05 times the EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by the Borrower or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net Total Leverage Ratio on a Pro Forma Basis would not exceed 3.15 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, or a product or a product candidate of, any Person; provided that:

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

  • Limited Condition Acquisition means any acquisition, including by means of a merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

  • 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.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • 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) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

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

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

  • 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.