Common use of Disposition Restrictions Clause in Contracts

Disposition Restrictions. (a) In the event that Southcross or any of its Permitted Transferees Dispose to an unaffiliated third party transferee any of their Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition; (b) In the event of a BBTS Distribution, BBTS or any of its Permitted Transferees shall also be required to Dispose to each member of the TW Group and each member of the EIG Group to whom Partnership Units are distributed, and each such member of the TW Group and the EIG Group shall be required to accept the Disposition of, a portion of the Units held by BBTS and its Permitted Transferees equal to the number of outstanding Units held by BBTS and its Permitted Transferees immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of to such Person and the denominator of which is the total number of Partnership Units held by BBTS and its Permitted Transferees immediately prior to such BBTS Distribution; provided that upon the BBTS Distribution, BBTS may Transfer its Units to a single member of the TW Group to which the greatest number of Partnership Units distributed to the TW Group is distributed and to a single member of the EIG Group to which the greatest number of Partnership Units distributed to the EIG Group is distributed; (c) In the event that, after a BBTS Distribution, any member of the EIG Group or their Permitted Transferees Dispose to an unaffiliated third party transferee any of its Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition; (d) In the event that, after a BBTS Distribution, any Member of the TW Group or their Permitted Transferees Dispose to an unaffiliated third party transferee any of its Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition. (e) If any other Member (including BBTS prior to a BBTS Distribution) Disposes to an unaffiliated third party transferee any of its Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Member shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition.

Disposition Restrictions. (a) In the event that Southcross or any of its Permitted Transferees Dispose to an unaffiliated third party transferee any of their Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition; (b) In the event of a BBTS Distribution, BBTS or any of its Permitted Transferees shall also be required to Dispose to each member of the TW Group and each member of the EIG Group to whom Partnership Units are distributed, and each such member of the TW Group and the EIG Group shall be required to accept the Disposition of, a portion of the Units held by BBTS and its Permitted Transferees equal to the number of outstanding Units held by BBTS and its Permitted Transferees immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of to such Person and the denominator of which is the total number of Partnership Units held by BBTS and its Permitted Transferees immediately prior to such BBTS Distribution; provided that upon the BBTS Distribution, BBTS may Transfer its Units to a single member of the TW Group to which the greatest number of Partnership Units distributed to the TW Group is distributed and to a single member of the EIG Group to which the greatest number of Partnership Units distributed to the EIG Group is distributed; (c) In the event that, after a BBTS Distribution, any member of the EIG Group or their Permitted Transferees Dispose to an unaffiliated third party transferee any of its Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition; (d) In the event that, after a BBTS Distribution, any Member of the TW Group or their Permitted Transferees Dispose to an unaffiliated third party transferee any of its Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Person shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition. (e) If any other Member (including BBTS prior to a BBTS Distribution) Disposes to an unaffiliated third party transferee any of its Partnership Units (or exchanges its Partnership Units for Equity Securities of SXE pursuant to Section 3.16 of the Partnership Agreement), such Member shall also be required to Dispose to such transferee, and such transferee shall be required to accept the Disposition of, a portion of the Units held by such Person equal to the number of outstanding Units held by such Person immediately prior to such Disposition multiplied by a fraction, the numerator of which is the number of Partnership Units so Disposed of and the denominator of which is the total number of Partnership Units held by such Person immediately prior to such Disposition.