Sempra Change in Control

Sempra Change in Control. Shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of Sempra to any Person or "group" (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by... any Person or "group" (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of more than 25% of the outstanding shares of the voting stock of Sempra, (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of Sempra by Persons who were neither (x) nominated by the current board of directors or (y) appointed by directors so nominated, or (iv) Sempra shall fail to own and control, directly or indirectly, all of the outstanding shares of voting stock of the Parent Borrower. View More