NBOKS definition
Examples of NBOKS in a sentence
CC and NBOKS agree that their designated Sponsor Directors shall be allocated to the classes of the Board as follows: Class Director I NBOKS Director - Person A I CC Director - Person B I CC Director - Person C II NBOKS Director - Person D III CC Director - Person E At the time of the Closing, the Board is anticipated to be comprised of 6 directors, which shall include 3 Sponsor Directors.
At the time of the closing of the Business Combination (the “Closing”), the Sponsor, CC and NBOKS will enter into an Investor Rights Agreement (the “▇▇▇”), pursuant to which CC, on behalf of the Sponsor, will have the right to nominate 5 directors (the “Sponsor Directors”) to the board of directors of Pubco (the “Board”).
If the number of Sponsor Directors CC and NBOKS are entitled to designate for nomination to the Board decreases as a result of CC’s beneficial ownership falling below a certain CC Fallaway, then a CC Director or NBOKS Director, as provided in the chart below, shall resign in accordance with the ▇▇▇.
Total Sponsor Directors CC Fallaway NBOKS Ownership >66% NBOKS Ownership >33% NBOKS Ownership <33% CC Directors NBOKS Directors CC Directors NBOKS Directors CC Directors NBOKS Directors 5 >85% 3 2 4 1 5 0 4 >68% 2 2 3 1 4 0 3 >51% 1 2 2 1 3 0 2 >34% 1* 1 1 1 2 0 1 >17% 1** 0 1 0 1 0 0 <17% 0 0 0 0 0 0 **Nomination to be made by CC with the prior consent of NBOKS with respect to the individual to be nominated.
NBOKS will have the right to designate 2 of the 5 Sponsor Directors (the “NBOKS Directors”) (provided that such NBOKS Directors shall be reasonably acceptable to CC), and CC will have the right to designate 3 of the 5 Sponsor Directors (the “CC Directors”).
For the avoidance of doubt, following such time as such securities are registered, each of CC and NBOKS shall have the right to require the Sponsor to distribute their pro rata portion of the securities held by the Sponsor to such party, subject to applicable law and the applicable policies of the Pubco.
Pursuant to the LLCA, distributions shall be made by the Sponsor to CC and NBOKS pro rata based on the number of Units (as defined in the LLCA) held by CC and NBOKS relative to the total number of Units held by both CC and NBOKS at the times and in the aggregate amounts determined by the Sponsor’s board of managers (“Board of Managers”).
Following the distribution of all equity securities of the Pubco held by the Sponsor to CC and NBOKS, CC shall be the Sponsor Representative for all purposes under the ▇▇▇, unless otherwise agreed by CC and NBOKS; provided, that CC shall consult with NBOKS prior to agreeing to any amendment to the ▇▇▇ in accordance with the terms thereof when the Sponsor Representative’s consent is required to the extent NBOKS continues to hold equity securities in the Pubco subject to the provisions of the ▇▇▇.
In the event that, pursuant to a dissolution of the Sponsor, the Sponsor distributes all of its Registrable Securities to its members, each of CC Capital and NBOKS shall be treated as the Sponsor hereunder; provided, that CC Capital and NBOKS, taken as a whole, shall not be entitled to rights in excess of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Agreement.
The Buyer has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by the Buyer with the PIPE Investors, the NBOKS Side Letter and the Backstop Agreement.