MLP Formation Transactions means (i) the legal formation of the MLP, (ii) the acquisition, directly or indirectly, of the Borrower by the MLP, (iii) transactions described on the registration statement on Form S-1 of the MLP on file with the SEC, (iv) the distribution of 1% of the Equity Interests of the MLP and (v) transactions reasonably related thereto that Parent has determined will not have a material adverse effect on the Lenders.
MLP Formation Transactions means (i) the legal formation of the MLP, (ii) the acquisition, directly or indirectly, of the Issuers by the MLP, (iii) the borrowing under Credit Facilities of an amount not to exceed the anticipated gross proceeds of a Qualified MLP IPO and the distribution of that amount to the Sponsors immediately prior to such Qualified MLP IPO, (iv) transactions related to the Qualified MLP IPO described in the Offering Memorandum under the caption “Summary” and (v) transactions reasonably related thereto that the Company has determined by an officer of the Company not to have a material adverse effect on the holders of the Units.
MLP Formation Transactions means (i) the legal formation of the MLP, (ii) the acquisition, directly or indirectly, of the Borrowers by the MLP, (iii) the borrowing hereunder of an amount not to exceed the anticipated gross proceeds of a Qualified MLP IPO and the distribution of that amount to the Sponsors immediately prior to such Qualified MLP IPO, (iv) transactions described on the registration statement on Form S-1 of the MLP on file with the Securities and Exchange Commission and (v) transactions reasonably related thereto that Holdings has determined not to have a material adverse effect on the Lenders.
Examples of MLP Formation Transactions in a sentence
None of the Borrower or any other Subsidiary will amend, modify or waive any of its rights under its certificate of incorporation, bylaws or other organizational documents to the extent such amendment, modification or waiver could reasonably be expected to be adverse in any material respect to the Lenders, unless such amendment, waiver or modification is in connection with the MLP Formation Transactions or any Qualified MLP IPO.
Parent, the Borrower and each other Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit (i) any merger, consolidation or other transfer of assets pursuant to the MLP Formation Transactions or (ii) any transactions permitted under Section 6.03 or 6.05.
Notwithstanding the foregoing, nothing in this Section 4.15 shall prohibit the Qualified MLP IPO and transactions related thereto and the MLP Formation Transactions and transactions related thereto.
In addition, nothing herein shall prohibit the Qualified MLP IPO and transactions related thereto, and the MLP Formation Transactions and transactions related thereto.
Notwithstanding any provision of this Agreement or any of the Credit Documents to the contrary, the Agents and Lenders authorize and consent to the consummation of the MLP IPO and the MLP Formation Transactions (as defined in the New Notes Indenture).
More Definitions of MLP Formation Transactions
MLP Formation Transactions means the transactions in connection with the initial creation and capitalization of an MLP prior to and in connection with a Qualified MLP IPO, including (i) the legal formation of the MLP, the MLP's general partner or managing member, the MLP's direct and indirect Subsidiaries and other MLP Entities and Persons reasonably related to the formation, operation or governance of the MLP, (ii) the acquisition, from time to time, directly or indirectly, by the MLP or MLP Entities, whether through a sale, conveyance or other disposition, including any conveyance by means of a transfer, merger, consolidation or similar transaction, of Equity Interests of, or assets of, any Person, including a Restricted Subsidiary (or a successor thereto), or the conversion of any Person, including a Restricted Subsidiary (or a successor thereto), into a limited partnership, limited liability company or other non-corporate Person in accordance with applicable law, (iii) any distributions, payments or other transfers to the Issuer or any of its Subsidiaries of any portion of the actual or anticipated gross proceeds of a Qualified MLP IPO, (iv) any transactions or other arrangements (including tax sharing arrangements) directly related to the Qualified MLP IPO and customary for such transactions (including, for the avoidance of doubt, the exercise of the underwriter's over-allotment option to purchase Equity Interests and transactions related thereto) and (v) any transaction, from time to time, reasonably related thereto that has been determined in good faith by the Board of Directors of the Issuer not to have a material adverse effect on the Holders. Each of the ORP (Ventures) Formation Transactions and the Drillships Financing MLP Formation Transactions shall constitute MLP Formation Transactions.
MLP Formation Transactions means the transactions in connection with the initial creation and capitalization of the MLP prior to and in connection with the Qualified MLP IPO, including (a) the legal formation of the MLP and one or more subsidiaries of Foresight Reserves L.P. to own interests therein or serve as direct or indirect general or limited partners thereof, (b) the contribution, directly or indirectly, of the Borrower and other subsidiaries of Foresight Reserves L.P. to the MLP, or the acquisition by the MLP thereof, (c) the issuance of common units to the public and the use of proceeds by the MLP to pay transaction expenses, repay certain Indebtedness, distribute funds as a reimbursement for capital expenditures, and other partnership purposes approved by the General Partner, and (d) the execution and delivery of customary documentation (and amendments to existing documentation) governing the relations between and among the Borrower, the MLP, Foresight Reserves L.P. their respective Subsidiaries, including a services agreement and an omnibus agreement.
MLP Formation Transactions means the transactions in connection with the initial creation and capitalization of the MLP prior to and in connection with the Qualified MLP IPO, including (a) the legal formation of the MLP and one or more subsidiaries of Foresight Reserves
MLP Formation Transactions means the transactions in connection with the initial creation and capitalization of the MLP prior to and in connection with the Qualified MLP IPO, including without limitation (1) the legal formation of the MLP and one or more subsidiaries of Coffeyville Resources to own interests therein or serve as direct or indirect general or limited partners thereof, (2) the contribution, directly or indirectly, of the Issuers and other subsidiaries of Coffeyville Resources to the MLP, or the other acquisition by the MLP thereof, (3) the distribution by the Company to Coffeyville Resources of any proceeds from the offering of the Notes (which are not used to retire the Existing First Lien Notes)
MLP Formation Transactions means (i) the legal formation of the MLP, (ii) the acquisition, directly or indirectly, of the Issuer by the MLP, (iii) the borrowing under Credit Facilities of an amount not to exceed the anticipated gross proceeds of a Qualified MLP IPO and the distribution of that amount to the Equity Investors immediately prior to such Qualified MLP IPO, (iv) transactions related to a Qualifying MLP IPO and (v) transactions reasonably related thereto.
MLP Formation Transactions means the transactions in connection with the initial creation and capitalization of the MLP prior to and in connection with the Qualified MLP IPO, including without limitation (1) the legal formation of the MLP and one or more subsidiaries of Coffeyville Resources to own interests therein or serve as direct or indirect general or limited partners thereof, (2) the contribution, directly or indirectly, of the Issuers and other subsidiaries of Coffeyville Resources to the MLP, or the other acquisition by the MLP thereof, (3) the distribution by the Company to Coffeyville Resources of any proceeds from the offering of the Notes (which are not used to retire the Existing First Lien Notes) and cash generated from operations, (4) the issuance of common units to the public and the use of proceeds by the MLP to pay transaction expenses, repay the Existing Second Lien Notes, distribute funds as a reimbursement for capital expenditures, and other partnership purposes approved by the General Partner, (5) the entry by the MLP, the Company or one or more of their affiliates into a credit facility with Coffeyville Resources or one of its affiliates and the Credit Agreement, (6) the execution and delivery of customary documentation (and amendments to existing documentation) governing the relations between and among the Company, the MLP, Coffeyville Resources, CVR Energy, CVR Partners and their respective Subsidiaries, including without limitation a services agreement and an omnibus agreement, and (7) any other transactions and documentation related to the foregoing or necessary or appropriate in the view of the Company in connection with the Qualified MLP IPO.
MLP Formation Transactions means the transactions in connection with the initial creation and capitalization of the MLP prior to and in connection with the Qualified MLP IPO, including without limitation (1) the legal formation of the MLP and one or more subsidiaries of Foresight Reserves L.P. to own interests therein or serve as direct or indirect general or limited partners thereof, (2) the contribution, directly or indirectly, of the Issuers and other subsidiaries of Foresight Reserves to the MLP, or the other acquisition by the MLP thereof, (3) the issuance of common units to the public and the use of proceeds by the MLP to pay transaction expenses, repay certain indebtedness, distribute funds as a reimbursement for capital expenditures, and other partnership purposes approved by the General Partner and (4) the execution and delivery of customary documentation (and amendments to existing documentation) governing the relations between and among the Company, the MLP, Foresight Reserves L.P. and their respective Subsidiaries, including without limitation a services agreement and an omnibus agreement.