Sell-Down Transaction definition
Sell-Down Transaction means the transfer or sale (in one or more transactions), directly or indirectly, of Preferred Units by any Selling Partner at any time on or prior to the 12-month anniversary of the Effective Date to any independent third party in an aggregate amount, together with any Sell-Down Transactions effected prior to such transfer or sale, of up to 15% of the total number of Preferred Units held by SCP, SCP Parallel and their respective Affiliates as of the Effective Date (as adjusted to reflect any splits, reverse splits, share dividends or other similar events or circumstances).