Cheniere Separation Event definition

Cheniere Separation Event means the occurrence of any event or series of related events that result in CEI ceasing to own greater than 25% of the Outstanding Common Shares or otherwise ceasing to own greater than 25% of the Outstanding Voting Shares.
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Cheniere Separation Event has the meaning set forth in the Amended and Restated Limited Liability Company Agreement of Cheniere GP Holding Company, LLC, dated as of December 13, 2013, as amended, restated or otherwise modified from time to time.
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Examples of Cheniere Separation Event in a sentence

  • Notwithstanding anything in this Agreement to the contrary, CEI shall not, other than in connection with a Termination Transaction or with the affirmative vote of Shareholders holding at least a majority of the Outstanding Common Shares, cause a Cheniere Separation Event to occur unless, at the time such Cheniere Separation Event would become effective, the Company has at least three Independent Directors serving on the Board of Directors.

  • On or after the occurrence of a Cheniere Separation Event, the Directors shall be elected by the affirmative vote of Members holding the lesser of (i) a majority of the Outstanding Common Shares and (ii) 67% of the Common Shares present at a meeting of the Members at which there is a quorum.

  • On or after the occurrence of a Cheniere Separation Event, an annual meeting of Shareholders for the transaction of such business as may properly come before the meeting shall be held on such day and at such time and place as the Board of Directors shall specify.

  • Upon the election of CEI at any time or upon the occurrence of a Cheniere Separation Event, the sole Voting Share shall be redeemed by the Company in its entirety for one dollar ($1), effective concurrently with such election.

  • Prior to the occurrence of a Cheniere Separation Event, meetings of the Shareholders for the transaction of such business as may properly come before such meeting shall be held on such day and at such time and place as the Board of Directors shall specify.

  • Any Director or the entire Board may be removed at any time, with or without cause, by the Member designating such Director; provided, that the Class A Directors shall be removed immediately upon a Cheniere Separation Event without any further action by the Members.

  • Unless a provision of this Agreement specifically provides otherwise, prior to a Cheniere Separation Event, any provision of this Agreement requiring the authorization of, or action taken by, the Members shall require the approval of the Members holding a majority of the Class A Membership Interests.

  • After a Cheniere Separation Event, the Class B Members shall have the right to designate all of the Directors.

  • Prior to a Cheniere Separation Event, (a) the Class A Members shall have the right to designate three (3) Directors (the “Class A Directors”), who shall initially be [—], [—] and [—], and (b) the Class B Members shall have the right to designate one (1) Director (the “Class B Director”), who shall initially be [—].

  • Upon the election of CEI or upon the occurrence of a Cheniere Separation Event, the sole Voting Share shall be redeemed in its entirety for one dollar ($1), effective concurrently with such election.

Related to Cheniere Separation Event

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Agreement Termination Date is defined in Section 7.4.

  • SOFR Index Cessation Effective Date means, in relation to a SOFR Index Cessation Event, the date on which the Federal Reserve Bank of New York (or any successor administrator of the daily Secured Overnight Financing Rate) ceases to publish the daily Secured Overnight Financing Rate, or the date as of which the daily Secured Overnight Financing Rate may no longer be used;

  • SOFR Benchmark Transition Event means the occurrence of a Benchmark Transition Event with respect to the then-current Benchmark;

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • SOFR Index Cessation Event means the occurrence of one or more of the following events:

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Dissolution Event means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

  • OBFR Index Cessation Effective Date means, in relation to an OBFR Index Cessation Event, the date on which the Federal Reserve Bank of New York (or any successor administrator of the daily Overnight Bank Funding Rate) ceases to publish the daily Overnight Bank Funding Rate or the date as of which the daily Overnight Bank Funding Rate may no longer be used;

  • Anticipated Termination Date Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • €STR Index Cessation Effective Date means, in respect of an €STR Index Cessation Event, the first date on which €STR is no longer provided by the European Central Bank (or any successor administrator of €STR), as determined by the Issuer and notified by the Issuer to the Calculation Agent;

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Event Termination Date See Section 2(e) hereof.

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • €STR Index Cessation Event means the occurrence of one or more of the following events, as determined by the Issuer and notified by the Issuer to the Calculation Agent: