Nuvve definition
Examples of Nuvve in a sentence
No other person or entity has any interest in the Nuvve Shares or the Merger Shares of any nature.
Seller has not granted to any person or entity any options or other rights to buy the Nuvve Shares or the Merger Shares.
Regular meetings of the Board shall be held no less than once each calendar quarter on such dates and at such times as shall be determined by the Board in accordance with the notice provisions in this Section 5.3. Special meetings of the Board may be called by any Nuvve Manager or Stonepeak Manager, and special meetings of any committee may be called by any Nuvve Manager or Stonepeak Manager on such committee.
For the avoidance of doubt, if the Nuvve Offered Interests are Class A Common Units, each Nuvve Tag-Along Member who hold Class C Common Units may elect to sell its pro rata share of the aggregate number of Common Units to be Transferred.
Notwithstanding the foregoing, as of the Execution Date, (i) the initial Nuvve Managers shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (ii) the initial Stonepeak Managers shall be ▇▇ ▇▇▇▇▇▇▇, Will ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and (iii) the initial Independent Manager shall be ▇▇▇▇▇▇▇▇ ▇.
Notwithstanding the foregoing, the Board and Nuvve (and its Affiliates) shall have no consent, voting or appraisal rights with respect to the final terms of a Monetization Sale and shall have no right to object to a Monetization Sale, except to the extent that such Monetization Sale is not in accordance with this Agreement.
Purchaser and the Stockholder Representative have entered into a Merger Agreement, dated as of November 11, 2020 (the “Merger Agreement”), pursuant to which, among other things, Nuvve Corporation, a Delaware corporation (the “Company”) will merge with and into Nuvve Merger Sub Inc., Delaware corporation and wholly-owned subsidiary of the Purchaser.
This Agreement may not be amended or modified, in whole or in part, except by a written instrument executed by Stonepeak, Evolve and Nuvve Parent expressly so amending, or modifying this Agreement or any part hereof.
If so requested by Nuvve or its Affiliates, such potential acquirer shall be required to enter into a customary confidentiality agreement and may be required to enter into customary access agreements prior to being provided with such access.
For the avoidance of doubt, in the event Nuvve Parent terminates this Agreement pursuant to Section 6(a)(ii) and is entitled to purchase all issued and outstanding Warrants pursuant to Section 6(b), then neither Stonepeak nor Evolve shall be entitled to receive an Alternative Transaction Fee.