“Independent Directors” means Joel Alsfine, James Quella and Jonathan Gear.
“Insider Letter Agreement” means the Letter Agreement, dated July 30, 2020, among CCNB, the Sponsor and certain of CCNB’s officers and/or directors.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“IPO” means CCNB’s initial public offering, consummated on August 4, 2020, through the sale of 82,800,000 units, including 10,800,000 units from the exercise of the underwriters’ over-allotment option at $10.00 per unit.
“IPO Private Placement” means the issuance of 18,560,000 warrants to the Sponsor upon the closing of the IPO.
“Koch Equity Development” means Koch Equity Development LLC.
“Koch Icon” means Koch Icon Investments, LLC.
“Law” means all laws, acts, statutes, constitutions, treaties, ordinances, codes, rules, regulations, directives, pronouncements, rulings and any Orders of a Governmental Entity, including common law (including fiduciary duties).
“LIBOR” means the London Interbank Offered Rate.
“Maximum Net Indebtedness Amount” means an amount equal to $1,350,000,000.
“Mergers” means the Getty Mergers and Domestication Merger.
“Merger Consideration” means the aggregate consideration to be paid to the Getty Images stockholders (including with respect to the options outstanding as of the effective time of the First Getty Merger) in the First Getty Merger.
“Multiply Group” means Multiply Group, a tech-focused holding company.
“NBOKS” means Neuberger Berman Opportunistic Capital Solutions Master Fund LP.
“NBOKS Side Letter” means the side letter, attached as Annex F to this proxy statement/prospectus, to the (i) Forward Purchase Agreement and (ii) Backstop Agreement, which side letter provides for the assignment of CCNB’s obligations under the Forward Purchase Agreement and the Backstop Agreement to New CCNB to facilitate the Business Combination.
“Net Funded Indebtedness” means, as of 6:00 a.m. Eastern Time on the Closing Date, an amount equal to (a) the sum of the aggregate outstanding principal amount of indebtedness for borrowed money under the (i) Credit Agreement dated as of February 19, 2019, by and among Abe Investment Holdings, Inc. (as the parent borrower), Getty Images, Inc. (as a borrower), Griffey Midco (DE), LLC, J.P. Morgan Chase Bank, N.A., as the administrative agent, and the other parties thereto, (ii) senior unsecured notes in the aggregate principal amount of $300,000,000 issued pursuant to the Indenture, dated as of February 19, 2019, by and among Getty Images, Inc. (as the company) and Wilmington Trust, National Association (as the trustee), as supplemented by that certain First Supplemental Indenture, dated as of February 19, 2019, by and among Getty Images, Inc. (as the company), Wilmington Trust, National Association (as the trustee) and the subsidiary guarantors party thereto from time to time and (iii) any new debt financing, minus (b) Available Cash.
“Net Funded Indebtedness Condition” means that condition to Getty Images’ obligation to consummate the transaction under the Business Combination Agreement requiring the Net Funded Indebtedness to be equal to or less than the Maximum Net Indebtedness Amount.
“New CCNB” means (a) prior to the Statutory Conversion, Vector Holding, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of CCNB, and (b) following the Statutory Conversion, Getty Images Holdings, Inc., a Delaware corporation.
“New CCNB Board” means the board of directors of New CCNB.