NAOC definition
Examples of NAOC in a sentence
Notwithstanding the foregoing, the rights of the Majority Stockholder and the Minority Stockholders in their capacities as such (i.e., in contrast to the rights of Stockholders generally) may only be transferred by WLR, Franklin and Lear NAOC in connection with a Transfer of Capital Stock and Options to their Permitted Transferees.
All Reimbursable Expenses incurred by WLR, Franklin and Lear NAOC will be paid or reimbursed by the Company.
So long as any director appointed by WLR, Lear NAOC or Franklin serves on the Board and for three years thereafter, the Company shall maintain directors and officers indemnity insurance coverage reasonably satisfactory to such Stockholder and the Charter and Bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law.
Lear NAOC may elect to designate a director by providing written notice to the Company to that effect identifying its designee.
If the Optionholders and L▇▇▇ NAOC cannot agree on the applicable Call Price within 10 days after the delivery of the Call Notice, as the case may be, they will, as soon as practicable, select an Arbiter to determine the applicable Call Price.
The Optionholders and L▇▇▇ NAOC shall instruct the selected Arbiter to determine the Call Price within 30 days after delivery of the Call Notice.
Notwithstanding the foregoing, L▇▇▇ NAOC shall be permitted to pledge its Capital Stock and the L▇▇▇ Warrant as collateral to secure indebtedness to a bank or trustee incorporated and doing business in the United States having a combined capital and surplus of at least $1 billion upon 45 days prior written notice (a “Pledge Notice”) to the Company, WLR (as long as WLR is a Majority Stockholder) and Franklin (as long as Franklin is a Minority Stockholder).
Except as provided in Section 5.1 and in this Section 5.2, upon prior notice to Franklin and L▇▇▇ NAOC, the Tax Matters Member is authorized to make all appropriate tax elections to be made by the Company.
Notwithstanding the above, the Board, if requested by L▇▇▇ NAOC, shall use commercially reasonable efforts to obtain the agreement of the purchaser in a Sale Transaction to purchase the L▇▇▇ Warrant (as adjusted to account for the exercise price thereof) without requiring the holder thereof to exercise the L▇▇▇ Warrant in connection with such Sale Transaction.
If after the Call Price is agreed or determined and absent a L▇▇▇ Demand Withdrawal, an Optionholder wishes to exercise the Call Option, it will notify L▇▇▇ NAOC of its intention to do so within 10 days of the Call Price being agreed or determined and will specify the number of shares of Capital Stock and/or Options it wishes to acquire.