Downstream Operations Event

Downstream Operations Event. The occurrence of either of the following: (i) a merger or consolidation of Esmark Steel Service Group, Inc., a Delaware corporation ("ESSG"), with or into another person or the sale, transfer, or other disposition of all or substantially all of ESSG's assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of the survivor's or acquirer's outstanding securities (or the securities... of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company immediately prior to that transaction; or (ii) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Company or an Affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under said Exchange Act) of securities possessing more than 50% of the total combined voting power of ESSG's outstanding securities. View More