Sell-Down Provisions Sample Clauses
Sell-Down Provisions are contractual terms that allow a party, typically an investor or lender, to transfer or reduce their interest in a financial arrangement to other parties. These provisions outline the conditions under which such transfers can occur, such as requiring the consent of the other contracting party or meeting certain eligibility criteria for new participants. The core function of Sell-Down Provisions is to provide flexibility and liquidity for the original party, enabling them to manage risk or capital exposure by selling all or part of their stake to others.
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Sell-Down Provisions. In the event that Silver Lake has sold any of its Company Equity Shares or otherwise transferred any of its Company Equity Shares to an unaffiliated entity, or Luxco has sold any of its Company Equity Shares and distributed the proceeds to Silver Lake, and SLP (x) ceases to own at least 24% of the Outstanding Company Shares but continues to own at least 15% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees, (y) ceases to own at least 15% of the Outstanding Company Shares but continues to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee, and (z) ceases to own at least 5% of the Outstanding Company Shares, Silver Lake shall no longer have the right to designate any Sponsor Designees.
(a) In the event that KKR has sold any of its Company Equity Shares or otherwise transferred any of its Company Equity Shares to an unaffiliated entity, or Luxco has sold any of its Company Equity Shares and distributed the proceeds to KKR, and KKR (x) ceases to own at least 24% of the Outstanding Company Shares but continues to own at least 15% of the Outstanding Company Shares, it shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees (in which case, the Board Designators (as defined below) will be KKR Millennium and KKR Europe II), (y) ceases to own at least 15% of the Outstanding Company Shares but continues to own at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee (in which case, the Board Designator will be KKR Europe II), and (z) ceases to own at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate any Sponsor Designees.
(b) In the event that Temasek ceases to own the lesser of (x) at least 2.5% of the Outstanding Company Shares, provided that it has not sold any of its Company Equity Shares, or (y) at least 5% of the Outstanding Company Shares, it shall no longer have the right to designate the Temasek Designee.
(c) In the event that Geyser ceases to own the lesser of (x) at least 2.5% of the Outstanding Company Shares, provided t...
Sell-Down Provisions. 2.1.3.1. The number of THL Directors, Bain Directors, Providence Directors and Lexa Directors shall automatically be reduced effective at and after such time as the applicable Investor Group ceases to hold Shares representing both the requisite Total Investment and Voting Stock Investment as set forth in the table below, subject to adjustment pursuant to Section ▇.▇.▇.▇: THL Directors at least $445,000,000 at least $30,260,000 5 Bain Directors at least $265,000,000 at least $18,020,000 3 Providence Directors at least $45,000,000 at least $3,060,000 1 Lexa Directors at least $45,000,000 at least $3,060,000 1 No increase after the Closing in the Total Investment or Voting Stock Investment represented by the Shares held by any Investor Group shall entitle such Investor Group to designate a greater number of directors than that which such Investor Group was entitled to designate immediately prior to such increase. Upon any reduction in the number of THL Directors, Bain Directors, Providence Directors or Lexa Directors: (i) the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign and (ii) the number of members of the Board shall likewise be reduced.
2.1.3.2. The threshold amounts for Total Investment and Voting Stock Investment in the table above shall automatically be proportionately reduced effective immediately prior to any event that a majority of the entire Board in good faith determines to be a Proportionate Reduction Event; provided, however, that no such adjustment shall be made to the extent that the effect of such Proportionate Reduction Event, in the good faith determination of a majority of the entire Board, is to offset the effect of any increase (proportionate or otherwise) in the Total Investment of the Shares held by each of the applicable Investor Groups occurring since the later of: (i) the most recent Proportionate Reduction Event, if any, for which an adjustment was made pursuant to this Section 2.1.3.2 and (ii) the Closing; and provided, further, that no adjustment pursuant to this Section 2.1.3.2 shall entitle any Investor Group to designate a greater number of directors than that which such Investor Group was entitled to designate immediately prior to the event giving rise to such adjustment.
Sell-Down Provisions. In the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares but continues to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that any Sponsor ceases to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate any Sponsor Designees.
Sell-Down Provisions. In the event that any Sponsor ceases to own at least 50% of such Sponsor’s Initial Shares but continues to own at least 30% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only two (2) Sponsor Designees. In the event that any Sponsor ceases to own at least 30% of such Sponsor’s Initial Shares but continues to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that any Sponsor ceases to own at least 15% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the right to designate any Sponsor Designees.
Sell-Down Provisions. The number of ▇▇▇▇ Directors and Blackstone Directors shall automatically be reduced effective at and after such time as the applicable Investor Group ceases to hold the requisite percentage of the Common Stock: at least 25% 3 at least 10% 2 at least 3% 1 less than 3% 0 Upon any reduction in the number of ▇▇▇▇ Directors or Blackstone Directors (unless otherwise agreed to by the Board): (i) the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign and (ii) the number of members of the Board shall likewise be reduced.
Sell-Down Provisions. The initial number of THL Directors is four (4), but the number of directors that THL Investors are entitled to designate will automatically be reduced effective at and after such time as the THL Investors cease to hold the requisite percentage of Shares initially acquired by them (as indicated on Schedule I) as follows, subject to adjustment pursuant to Section 2.1.3(b): greater than 50% 4 30% or more, but less than or equal to 50% 3 15% or more, but less than 30% 2 5% or more, but less than 15% 1 less than 5% 0 Upon any required reduction in the number of THL Directors under this Section 2.1.3(a), the THL Investors promptly shall cause one or more of the THL Directors, as the case may be, to resign; and the number of members of the Board shall likewise be reduced or an independent director may be designated by the continuing members of the Board as a replacement.
Sell-Down Provisions. (a) In the event that either KKR or Vornado ceases to own at least 30% of their respective Initial Shares but continues to own at least 15% of their respective Initial Shares, neither KKR nor Vornado shall have the right to designate two (2) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that either KKR or Vornado ceases to own at least 15% of their respective Initial Shares, neither KKR nor Vornado shall have the right to designate any Sponsor Designee.
(b) In the event that Bain ceases to own at least 30% of its Initial Shares but continues to own at least 15% of its Initial Shares, Bain shall no longer have the right to designate three (3) Sponsor Designees and shall have the right to designate only one (1) Sponsor Designee. In the event that Bain ceases to own at least 15% of its respective Initial Shares, Bain shall no longer have the right to designate any Sponsor Designee.
Sell-Down Provisions. The number of Bain Directors, Carlyle Directors and THL Directors shall automatically be reduced effective at and after such time as the applicable Investor Group ceases to hold the requisite percentage of the Common Stock of the Company: at least 10% 2 at least 3% 1 less than 3% 0 Upon any reduction in the number of Bain Directors, Carlyle Directors or THL Directors: (i) the applicable Investor Group promptly shall cause one or more of its designated directors, as the case may be, to resign and (ii) the number of members of the Board shall likewise be reduced.
Sell-Down Provisions