Sell Down Date definition

Sell Down Date means the date the Sponsor Shareholders first directly or indirectly own less than 6,915,000 Class A Shares (representing 50% of the number of Class A Shares held by the Sponsor Shareholders as of February 4, 2008).

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Sell Down Date means a date selected by WBA that is no later than the twelfth (12th) Business Day following WBA’s receipt of the Sell-Down Request; provided, however, that to the extent such sale would, in WBA’s reasonable judgment, based upon advice of outside counsel to WBA, require WBA, an Investor, SP, the SP Investors, any Walgreens Director or any of their respective Affiliates that has acquired Beneficial Ownership of any shares of Company Common Stock in the six (6) months preceding receipt of the applicable Sell Down Request (the “Acquisition”) to disgorge any profit from such sale pursuant to Section 16(b) of the Exchange Act, the Sell-Down Date shall be the earliest date determined by WBA in its reasonable judgment, based upon advice of outside counsel to WBA, on which such sale may be made without requiring any such disgorgement pursuant to Section 16(b) of the Exchange Act (and in any event no later than the twelfth (12th) Business Day after the seven (7) month anniversary of such Acquisition).

Sell Down Date means the 91st day following the date on which the Initial Purchasers cease to constitute the Required Holders.

Examples of Sell Down Date in a sentence

• Notwithstanding anything to the contrary in this Section 3.2(b), if a Registration Delay Event occurs or is continuing within the 20 trading days prior to the First Tranche Sell Down Date, and, as a result, the Shareholder Parties are prevented from either registering or divesting the First Tranche Shares during such 20 trading day period, the First Tranche Sell Down Date shall automatically be extended by a number of days equal to the number of days during which such prevention persists.

• From and after the Second Investor Sell Down Date, this Agreement may be modified or amended by Members holding a majority of all outstanding Units.

• From and after the Effective Date, until the First Investor Sell Down Date, this Agreement may only be modified or amended by the agreement of at least two of the Investor Groups.

• From and after the Second Investor Sell Down Date, the provisions of this Section 3.06(a) shall cease to apply and the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided.

• Notwithstanding anything to the contrary in this Section 11.09, any modification or amendment of this Agreement which adversely affects any Investor Group disproportionately relative to the other Investor Groups, or from and after the Second Investor Sell Down Date which adversely affects any Investor Group, shall require the agreement of the affected Investor Group.

• Notwithstanding anything to the contrary in this Section 4.09, any modification or amendment of this Agreement that adversely affects any Investor Group disproportionately relative to the other Investor Groups, or from and after the Investor Sell Down Date, which adversely affects any Investor Group, shall require the agreement of the affected Investor Group.

• The Company will not on or after the date of this Agreement enter into any agreement which conflicts with the provisions of this Agreement or which grants registration or similar rights without the prior written consent of those Investor Groups whose consent would be required to authorize any action pursuant to ss.3.07 of the LLC Agreement, or after the Second Investor Sell Down Date, by the Holders of a majority of the Registrable Securities, nor has the Company entered into any such agreement.

• From and after the First Investor Sell Down Date until the Second Investor Sell Down Date, this Agreement may only be modified or amended by the agreement of the Investor Groups which are each still entitled to designate two Representatives pursuant to Section 3.07(a) of the Amended and Restated Limited Liability Company Agreement, dated November 4, 2003, of Nalco Investment Holdings LLC.

• From and after the Second Sell Down Date until the Third Sell Down Date, at each Director Election, the Sponsoring Stockholder shall be entitled to designate two Sponsor Nominees.

• At any Director Election from and after the Fourth Sell Down Date (the “Nomination Termination Date”), the Sponsoring Stockholder shall have no further right hereunder to designate nominees for election to the Board.

More Definitions of Sell Down Date

Sell Down Date has the meaning set forth in Section 2.2(e).

Sell Down Date means the “Sell Down Date” as defined in the Indenture.

Sell Down Date means the earliest date on which all of the Notes with respect to which Norway or any of its Affiliates is a Holder represent less than a majority of the aggregate outstanding principal amount of the Notes.

Sell Down Date means the first date on which the Sponsor and its Affiliates collectively own no more than 20% of the number of Shares they own immediately after the Effective Date (determined after making any equitable adjustments for changes in the Common Stock due to splits, consolidations, reorganizations, mergers or similar events).

Sell Down Date means the first date after the Closing Date after which both the GS Disposition Date and the Ares Disposition Date have occurred.