CONTINGENT VALUE RIGHT TERM SHEET Sample Clauses

CONTINGENT VALUE RIGHT TERM SHEET. The following term sheet (this “Term Sheet”) presents certain preliminary terms in respect of the contingent value rights (“CVRs”) set forth in the Plan. Capitalized terms used but not immediately defined shall have the meanings ascribed to such terms in the Plan Support Agreement or the Plan Term Sheet or as otherwise defined herein, as applicable. Issuer The CVR Issuer will issue the CVRs. Term The CVRs shall automatically terminate on the later of (A) the Relocation Deadline and (B) the date on which there is no Additional C-Band Proceeds Contract pursuant to which there is a remaining obligation to pay Applicable Consideration to any Debtor or Reorganized Debtor (or any of their respective Affiliates) that would result in additional Additional C-Band Proceeds. New Common Stock The CVRs shall entitle the holder of such CVRs to such holder’s pro rata share (based on the number of CVRs held by such holder as compared to the number of CVRs issued on the Effective Date) of New Common Stock (taking into account Initial Allocation New Common Stock) with an aggregate value equal to fifty percent (50%) of the Additional C-Band Proceeds. The CVR Issuer may engage a transfer agent to facilitate the tracking of the holders of the CVRs, the issuance of any New Common Stock and the provision of notices to such holders. In determining the number of shares of New Common Stock to issue pursuant to a CVR Agreement, the CVR Issuer shall use a price per share equal to the Instrument Calculable Base per share, subject to adjustment as provided herein. The CVR Agreement will provide for customary proportional arithmetic anti-dilution adjustments for the New Common Stock with respect to (i) any subdivision, combination, stock split or other reclassification, conversion or exchange of equity interests (whether by merger or otherwise), and (ii) any dividend paid to holders of equity interests in shares of equity interests, rights to acquire equity interests or securities convertible or exchangeable into equity interests, cash or other property. For the avoidance of doubt, there will not be any economic anti-dilution provisions, other than as set forth above. Following receipt of Additional C-Band Proceeds, the CVR Issuer shall provide notice to the holders of CVRs, which may be through a transfer or similar agent, setting forth in reasonable detail the Company’s calculation of the Additional C-Band Proceeds (including any appropriate adjustments for tax issues) and the amount ...