Item 4 — Purpose of Transaction
The information set forth in Items 3 and 6 of this Statement is hereby incorporated by reference into this Item 4. The Warburg Pincus Reporting Persons beneficially own the Common Stock for investment purposes. Investment Agreement The following is a description of certain additional material terms of the Investment Agreement and the Investments. Transfer Restrictions. From and after the Closing, the Investors are prohibited from transferring any securities acquired pursuant to the Investment Agreement to certain activist investors, competitors of Issuer and/or sanctioned parties, subject to certain exceptions. Indemnification. Pursuant to the Investment Agreement, the Issuer and the Investors agree to indemnify the other and their affiliates from and against all losses (subject to certain exceptions) directly resulting from (a) any inaccuracy in or breach of any representation or warranty of such party set forth in the Investment Agreement or (b) such party's breach of any of its agreements or covenants in the Investment Agreement, in each case, subject to certain limitations. Additionally, the Investors agree to indemnify Issuer for certain potential withholding obligations related to any dividends deemed to be received by the Investors in respect of the Warrants. Board Representation. Pursuant to the Investment Agreement, after the Closing, the Investors are entitled to nominate one representative to be appointed to the Board of Directors of the Issuer (the "Issuer Board"), so long as the Investors and their affiliates own at least the lesser of (a) 5% of the outstanding shares of Common Stock (on an as-converted basis) and (b) 50% of the Common Stock (on an as-converted basis, excluding any shares of Common Stock underlying the Warrants) that the Investors beneficially own immediately following the Closing (such time, the "Director Rights Period"). Effective as of the Closing, the Issuer appointed, at the Investors' request, Todd Schell (a Principal in WP LLC's Financial Services group) to the Issuer Board as the Investors' representative. During the Director Rights Period, the Investors and their affiliates will be subject to standstill obligations with respect to Issuer. Certain Other Terms and Conditions of the Investment Agreement. The Investment Agreement contains customary representations, warranties and agreements of each party. The Closing was conditioned on, among other things, (a) the concurrent closing of the Merger, (b) filing of a Certificate of Designations with the Delaware Secretary of State in respect of the NVCE Stock (the "Certificate of Designations"), (c) the Investors receiving oral confirmation from the Board of Governors of the Federal Reserve System that their investment will not result in it being deemed to have "control" of Issuer for purposes of the BHC Act or CIBC Act (each as defined in the Investment Agreement) and (d) other customary closing conditions. Certificate of Designations In connection with the Closing, Issuer filed the Certificate of Designations with the Delaware Secretary of State to create, out of Issuer's authorized but unissued preferred stock, the NVCE Stock. Subject to any applicable transfer restrictions in the Investment Agreement, each share of NVCE Stock will automatically convert into 1,000 shares of Common Stock, subject to certain adjustments, when transferred (a) to Issuer, (b) in a widespread public distribution, (c) in a transfer in which no transferee (or group of associated transferees) would receive 2% or more of the outstanding securities of any class of voting securities of Issuer or (d) to a purchaser that would control more than 50% of every class of voting securities of Issuer without any transfer from such holder of the NVCE Stock. Each share of NVCE Stock will be entitled to receive, when, as and if declared by the Issuer Board, all cash dividends or distributions made in respect of the shares of Common Stock, at the same time and on the same terms as holders of Common Stock, subject to certain adjustments. Warrants At the Closing, the Issuer issued the Warrants to the Investors at an exercise price of $19,760 per share, subject to customary anti-dilution adjustments provided under the Warrants. The Warrants carry a term of seven years and can be exercised voluntarily following the third anniversary of the Closing. The Warrants can also be voluntarily exercised prior to the third anniversary of the Closing, (A) in the event the market price of Common Stock reaches or exceeds $30 per share at the closing of any trading day or (B) in connection with certain change of control transactions involving the Issuer. The Warrants are subject to mandatory exercise, at any time, in the event the market price of Common Stock reaches or exceeds $30 per share for a certain number of trading days over a specified period. In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity