Sell-Down definition

Sell-Down has the meaning set forth in Section 2.03(a).

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Sell-Down shall have the meaning set forth in Section 5.5.

Sell-Down shall have the meaning specified in Section 2.2(a).

Examples of Sell-Down in a sentence

Any Other Selling Holder that does not deliver such notice shall be obligated to participate in the Sell Down with respect to the number of Company Shares set forth in the Sell-Down Notice.
The offer and sale of Registrable Securities by any Shelf Holders or Third Party Shelf Holders in connection with any Shelf Take-Down shall be subject to the Priority Sell-Down, if applicable.
Notwithstanding the foregoing, any costs or expenses incurred by the Partnership or the Investment Entities in connection with establishing and maintaining the REIT status of the Investment Entities shall be borne entirely by the BCIMC Limited Partner, except to the extent the Sell-Down Transferee requires similar REIT services and structural considerations, in which case, such costs and expenses shall be borne by the Partnership.
Notwithstanding anything to the contrary in this Agreement, the IPT Limited Partner may Transfer a portion of its Interest at any time (the “IPT Sell-Down”) to one real estate investor approved in writing by the BCIMC Limited Partner (such approval not to be unreasonably withheld) (the “Sell-Down Transferee”); provided, that the IPT Limited Partner shall maintain at least a ten percent (10%) Percentage Interest in the Partnership immediately following any such IPT Sell-Down.
Anything to the contrary in this Article V notwithstanding, the preemptive right to purchase Covered Securities granted by this Article V shall terminate as of and not be available for any offering that commences at any time after the date on which the Stockholder Transfers any Shares, other than Transfers (i) to Affiliates of the Stockholder or (ii) pursuant to a Sell-Down.

More Definitions of Sell-Down

Sell-Down means, with respect to any person, (i) any sale by such person pursuant to a registered public offering under the Securities Act, and (ii) any sale by such person to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(b) prior to a Public Offering).

Sell-Down means, other than in the case of an Excluded Transfer, an LP Distribution or pursuant to a Catch-up Sale, a transfer of Shares by the Investor or a transfer (direct or indirect) of any interest therein by way of an accelerated bookbuild or other sale transaction following Closing;

Sell-Down. (and correlative terms) refers to any sale, assignment, participation, syndication of or other transfer of any kind whatsoever, including, without limitation, by means of credit default, total return or other swaps or other synthetic transfers of risk, or agreement to do any of the foregoing, with respect to any Aleris Incremental Term Loan Commitment or any Aleris Incremental Term Loan, by any Sell Down Commitment Party. The “Hold Level” of each Sell Down Commitment Party means the amount set forth opposite such Sell Down Commitment Party’s name on Schedule 1 under the heading “Aleris Incremental Hold Level.” Clauses (j) through (n) are for the benefit of the Sell Down Commitment Parties only, and, notwithstanding anything in this Amendment, the Amended Credit Agreement or in any other Loan Document to the contrary, may be amended by such parties without the consent of any Loan Party or any Lender that is not a Sell Down Commitment Party to the extent that such amendments are limited to the scope of such clauses, and do not otherwise adversely impact such Loan Party or such other Lender, and may not be enforced by any Loan Party or any Lender that is not a Sell Down Commitment Party.

Sell-Down means as to any Investor and as to any fraction or percentage, the voluntary sale by the Corresponding Investor Group, to Person(s) that, following such Transfer, would not be a member of the Corresponding Investor Group, of a number of Shares equal to such fraction or percentage of the number of such Investor Group’s Initial Shares in the aggregate since the Effective Time; provided, that the sale or other disposition of any Share that is not an Initial Share shall not be deemed to be a voluntary sale of a Share for purposes of this definition; provided, further, that as to Televisa, the sale of any Shares by Persons who are “Televisa Investors” pursuant to clause (c) or (d) of the definition thereof shall not count towards a Sell-Down for Televisa except to the extent that such Person acquired such Shares from Televisa.

Sell-Down shall have the meaning set forth in the Recitals.

Sell-Down has the meaning ascribed thereto in Section 2.6.4.

Sell-Down shall have the meaning set forth in the Recitals. (127) “Sell Down Period” shall have the meaning set forth in the Recitals. (128) “Separation Plan” shall mean the step plan set forth on Schedule 1.1(128), as it may be updated in accordance with Section 2.2(f). (129) “Shared Contract” shall have the meaning set forth in Section 2.3(a). (130) “SharkNinja” shall have the meaning set forth in the Preamble. (131) “SharkNinja Asset Transferee” shall mean any Business Entity that is or will be a member of the SharkNinja Group or a Subsidiary of SharkNinja to which SharkNinja Assets shall be or have been transferred at or prior to the Disposition Date, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Disposition Date, by an Asset Transferor in order to consummate the transactions contemplated hereby. (132) “SharkNinja Assets” shall mean, without duplication: (i) all interests in the capital stock or share capital of, or any other equity interests in, the members of the SharkNinja Group (other than SharkNinja TopCo) held, directly or indirectly, by JS Global immediately prior to the Disposition Date; (ii) the equity interests in the entities set forth on Schedule 1.1(132)(ii) held, directly or indirectly, by JS Global immediately prior to the Disposition Date; (iii) the Assets set forth on Schedule 1.1(132)(iii) (which for the avoidance of doubt is not a comprehensive listing of all SharkNinja Assets and is not intended to limit other clauses of this definition of “SharkNinja Assets”);