Sale Event. The consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iii) the acquisition of all or a majority of the outstanding... voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, (iv) a Deemed Liquidation Event (as defined in the Company's Certificate of Incorporation (as may be amended, restated or otherwise modified from time to time)), or (v) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Company's Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company's domicile shall not constitute a "Sale Event." Notwithstanding the foregoing, where required to avoid extra taxation under Section 409A of the Internal Revenue Code, a Sale Event must also satisfy the requirements of Treas. Reg. Section 1.409A-3(a)(5).View More
Sale Event. The consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iii) the acquisition acquisition, directly or indirectly, of... all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, (iv) a Deemed Liquidation Event (as defined in the Company's Certificate of Incorporation (as may be amended, restated or otherwise modified from time to time)), or (v) any other acquisition of the business of the Company, as determined by the Board; provided, however, that Board. Notwithstanding the Company's Initial Public Offering, any subsequent public offering or another capital raising event, or foregoing, a "Sale Event" shall not be deemed to have occurred as a result of (a) a merger effected solely to change the Company's domicile domicile, and (b) shall not constitute a "Sale Event." Event," and (b) of an acquisition of shares of Company common stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by any person to a majority of the outstanding shares of common stock of the Company; provided, however, that if any person referred to in this clause (b) shall thereafter become the beneficial owner of any additional shares (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of shares directly from the Company) and immediately thereafter beneficially owns a majority of the then outstanding shares, then a "Sale Event" shall be deemed to have occurred for purposes of this clause (b). Notwithstanding the foregoing, where required to avoid extra taxation under Section 409A of the Internal Revenue Code, Code of 1986, as amended (the "Code"), a Sale Event must also satisfy the requirements of Treas. Reg. Section 1.409A-3(a)(5). View More
Sale Event. The Means the consummation of (i) (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) Person, (c) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent,... if applicable), (iii) (d) the acquisition of all or a majority of the outstanding voting stock Shares of the Company in a single transaction or a series of related transactions by a Person or group of Persons, (iv) a Deemed Liquidation Event (as defined in the Company's Certificate of Incorporation (as may be amended, restated or otherwise modified from time to time)), or (v) (e) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Company's Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company's domicile shall not constitute a "Sale Event." Notwithstanding the foregoing, where required to avoid extra taxation under Section 409A of the Internal Revenue Code, a Sale Event must also satisfy the requirements of Treas. Reg. Section 1.409A-3(a)(5).View More
Sale Event. Regardless of form thereof, (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation in which the outstanding shares of Company's capital stock are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company's outstanding voting power immediately prior to such... transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iv) the sale of all of the outstanding stock of the Company to an unrelated person or entityView More
Sale Event. Regardless of form thereof, consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation in which the outstanding shares of Company's capital stock Stock are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company's outstanding voting power immediately... prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iv) the sale of all or a majority of the outstanding capital stock of the Company to an unrelated person or entity or (v) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction, in each case where the consideration received by the holders of Stock in connection with such event consists of cash, freely tradable public securities, or some combination thereof View More
Sale Event. Either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from Members, Units representing more than fifty percent (50%) of the outstanding voting power of the Company, (b) any liquidation, dissolution, or winding up of the Company, (c) any merger or consolidation of the Company into or with another company (except one in which the Members immediately prior to such merger or consolidation continue to hold at least a majority of the... voting power of the capital stock or other equity interests of the surviving entity) or (d) any sale of all or substantially all of the assets of the CompanyView More
Sale Event. Means one of the following: (i) the occurrence of a Change of Control of the Corporation; (ii) a transfer of all or substantially all of the assets of the Corporation to any person or entity in a single transaction or series of related transactions; or (iii) a consolidation or merger of the Corporation with or into another person or entity in which the Corporation is not the surviving entity or survives solely as a wholly-owned subsidiary of another entity (other than a merger which is effected... solely to change the jurisdiction of incorporation of the Corporation and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock).View More
Sale Event. Any of the following events: (i) a merger or consolidation of Southcross with or into another entity (with respect to which less than a majority of the outstanding voting power of the surviving or consolidated entity immediately following such event is held by persons or entities who were members of Southcross immediately prior to such event), (ii) the sale, license or transfer of all or substantially all of the properties and assets of Southcross and/or its subsidiaries, (iii) any acquisition... by any person or entity (or group of affiliated or associated persons or entities) of beneficial ownership of a majority of the voting securities of Southcross or any material subsidiary (whether or not newly issued voting securities) in single transaction or series of related transaction, (iv) the redemption or repurchase of membership units in Southcross representing a majority of the voting power of the outstanding Units or (v) any other transaction, or series of related transactions, that results in a change of control of 50% or more of the outstanding voting power of Southcross; provided, however, for the avoidance of doubt, the following shall not constitute a "Sale Event:" (A) the IPO and/or (B) any transaction or series of related transactions effectuated by Southcross, SEP, the Company or any of their respective affiliates directly or indirectly in connection with or contemplated by the IPO or the Registration Statement filed by SEPView More
Sale Event. And include any of the following: (a) consummation of a merger or consolidation of the Company with or into any other corporation or other entity in which holders of the Company's voting securities immediately prior to such merger or consolidation will not, directly or indirectly, continue to hold at least a majority of the outstanding voting securities of the Company; (b) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions) of all or substantially... all of the Company's and its subsidiaries assets on a consolidated basis to an unrelated person or entity; (c) the acquisition by any person or any group of persons, acting together in any transaction or related series of transactions, of such quantity of the Company's voting securities as causes such person, or group of persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, 50 percent or more of the combined voting power of the voting securities of the Company other than as a result of (i) an acquisition of securities directly from the Company or (ii) an acquisition of securities by the Company which by reducing the 2 voting securities outstanding increases the proportionate voting power represented by the voting securities owned by any such person or group of persons to 50 percent or more of the combined voting power of such voting securities; or (d) the liquidation or dissolution of the Company.View More
Sale Event. Any transaction or series of transactions pursuant to which any person(s) or entity(ies) other than the Investors and their Affiliates in the aggregate acquire(s) (i) capital stock of the Company possessing over 50% of the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) or the power to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's capital stock,... shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) over 50% of the Company's assets determined on a consolidated basis. In no event will a public offering under the Securities Act be considered a Change of Control.View More
