Sell Down Date definition

Sell Down Date means the 91st day following the date on which the Initial Purchasers cease to constitute the Required Holders.
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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).
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Sell Down Date has the meaning set forth in Section 2.2(e).
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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 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, this Agreement may be modified or amended by Members holding a majority of all outstanding Units.

  • As of the Acquisition Date, we had contributed sixty-percent of the equity to the JV, which was subsequently reduced to thirty- percent on May 31, 2016 (Sell Down Date) when we sold half of our equity interest to a third party investor.

  • 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 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.

  • 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.

  • 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 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 the “Sell Down Date” as defined in the Indenture.
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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.
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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.
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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).
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Related to Sell Down Date

  • Write-down Date means the date on which the Write-Down will become effective, as specified in the relevant Write-Down Notice. The Write-Down Date shall be determined by the Issuer in consultation with the FSA and any other supervisory authorities and shall be no less than one and no more than ten Business Days following the occurrence of the Non-Viability Event.

  • Step-Down Date The later to occur of:

  • Drawdown Date means, in relation to an Advance, the date requested by the Borrower for the Advance to be made, or (as the context requires) the date on which the Advance is actually made;

  • Write-Down Amount means, for any Collection Period for any 180-day Receivable or Repossessed Receivable, the excess of (a) the Principal Balance plus accrued and unpaid interest of such Receivable as of the last day of the Collection Period during which such Receivable became a 180-day Receivable or Repossessed Receivable, as the case may be, over (b) the estimated realizable value of such Receivable, as determined by the Servicer in accordance with its normal servicing procedures for the related Collection Period, which amount may be adjusted to zero by the Servicer in accordance with its normal servicing procedures if such Receivable has ceased to be a 180-day Receivable as provided in the definition of “180-day Receivable.”

  • Stepdown Date The earlier to occur of (1) the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (2) the later to occur of (x) the Distribution Date in July 2009 and (y) the first Distribution Date on which the Credit Enhancement Percentage of the Class A Certificates (calculated for this purpose only after taking into account distributions of principal on the Loans, but prior to any distribution of the Principal Distribution Amount to the Certificateholders then entitled to distributions of principal on such Distribution Date) is greater than or equal to 14.50%.

  • Book-Down Event means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Billing Date means the date upon which the monthly statement is generated and debited to the customer's account.

  • Auction Date means the first Business Day preceding the first day of a Dividend Period.

  • Wind-Down Period has the meaning set forth in Section 10.6(c).

  • Group I Stepdown Date The later to occur of (i) the Distribution Date in [Month/Year] or (ii) the first Distribution Date on which the Group I Class A Certificate Principal Balance (reduced by the Group I Principal Funds with respect to such Distribution Date) is less than or equal to ____% of the Stated Principal Balances of the Group I Mortgage Loans plus the Pre-Funded Amount allocable to Loan Group I, in each case, as of the Distribution Date.

  • Relevant Distribution Date With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the related Other Pooling and Servicing Agreement.

  • Desired Due Date means the desired service activation date as requested by CLEC on a service order.

  • Group II Stepdown Date The later to occur of (i) the Distribution Date in [Month/Year] or (ii) the first Distribution Date on which (A) the Group II Class A Certificate Principal Balance (reduced by the Group II Principal Funds with respect to such Distribution Date) is less than or equal to (B) ___% of the Stated Principal Balances of the Group II Mortgage Loans plus the Pre-Funded Amount allocable to Loan Group II, in each case, as of such Distribution Date.

  • Draw Down Pricing Period means, with respect to each Draw Down, a period of eight (8) consecutive Trading Days beginning on the first Trading Day specified in a Draw Down Notice.

  • Sell-Off Period has the meaning set forth in Section 11.6(a) hereof.

  • Applicable Anniversary of the Commencement Date means the fifth (5th) anniversary of the Commencement Date.

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Auction Period means the dates during which the Test the Waters Auction is held and ending on the last day of the Test the Waters Auction.

  • Initiation Date means the date on which a financial creditor, corporate applicant or operational creditor, as the case may be, makes an application to the Adjudicating Authority for initiating corporate insolvency resolution process;

  • SOFR Determination Date has the meaning specified in the definition of “Daily Simple SOFR”.

  • Draw Down Amount means the actual amount of proceeds to be paid by the Purchaser in connection with a Draw Down.

  • Party A Final Exchange Amount An amount in Dollars equal to the principal amount outstanding of the Relevant Notes on the Final Exchange Date (before taking into account any redemption on such day).

  • Load Reduction Event means a reduction in demand by a Member or Special Member for the purpose of participating in the PJM Interchange Energy Market.

  • Drawdown Period means the period commencing on the Execution Date and ending on the earlier of (i) 30 April 2012 and (ii) any date on which the Commitment is finally cancelled or fully drawn under the terms of this Agreement;

  • ii) Trigger Date shall have the meaning set forth in Section 11(a)(iii) hereof.

  • Periodic Distribution Date means the first Business Day that is as soon as reasonably practicable occurring approximately ninety (90) days after the immediately preceding Periodic Distribution Date.