Common use of Sell-Down Clause in Contracts

Sell-Down. 1.1 At any time after the Lock-up Period, NLFI is entitled to sell any number of Depositary Receipts, whether or not in the open market (a Sell Down). Notwithstanding the preceding sentence, NLFI will use reasonable efforts to conduct any Sell Down in an orderly market manner, so to avoid as much of a negative impact on the share price of the Depositary Receipts as reasonably practical in the context of similar market offerings and other objectives NLFI may have at the time. In this respect, after the Lock-up Period, NLFI shall take into account the following provisions of this Schedule 3. 1.2 NLFI and AAB will cooperate to advance a diversified base of Depositary Receipt holders and to enhance trading volumes and liquidity. 1.3 AAB will cooperate with NLFI to a reasonable extent to optimise any Sell Down, including, but not limited to providing reasonable access to information required for a due diligence, drafting a prospectus and being a party to an underwriting agreement containing customary provisions. 1.4 AAB and NLFI each agree to use their reasonable efforts to obtain any regulatory, stock exchange or other approval required for any Sell Down. 1.5 AAB cannot be required to apply for a (secondary) listing of the Depositary Receipts or the Shares.