Common use of CVR Agreement Clause in Contracts

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Oyster Point Pharma, Inc.), Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)

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CVR Agreement. At Parent and the Trustee shall, at or prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, deliver the CVR Agreement.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.), Agreement and Plan of Merger (Ambit Biosciences Corp)

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall duly authorize, execute execute, and deliver, and shall ensure that the Rights Agent duly authorizes, executes executes, and delivers, the CVR Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)

CVR Agreement. At or prior to the Offer Acceptance Effective Time, Parent shall duly authorize, execute and deliver, deliver and shall ensure that a rights agent mutually agreeable to Parent and the Rights Agent Company duly authorizes, executes and delivers, the CVR Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR AgreementAgreement with such changes thereto as the Rights Agent may reasonably request to which the Company consents in writing (such consent not to be unreasonably withheld, delayed or conditioned).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc)

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall will authorize and duly authorizeadopt, execute and deliver, and shall will ensure that the a duly qualified Rights Agent duly authorizes, executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Rights Agent (provided that such revisions are not, individually or in the aggregate, detrimental to any holder of CVRs).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc)

CVR Agreement. At Parent and the Rights Agent shall, at or prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, deliver the CVR Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Miramar Labs, Inc.), Agreement and Plan of Merger (Sientra, Inc.)

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, deliver and shall ensure that the Rights Agent Trustee duly authorizes, executes and delivers, the CVR Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Tobira Therapeutics, Inc.)

CVR Agreement. At or prior to the Offer Acceptance Effective Time, Parent shall duly authorize, will execute and deliver, and shall will ensure that the a duly qualified Rights Agent duly authorizes, executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Rights Agent (provided, that such revisions are not, individually or in the aggregate, detrimental to any CVR holder, other than in immaterial respects).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Agreement and Plan of Merger (SteadyMed Ltd.)

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CVR Agreement. At or prior to the Offer Acceptance Effective Time, Parent shall will authorize and duly authorizeadopt, execute and deliver, and shall will ensure that the a duly qualified Rights Agent duly authorizes, executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Rights Agent (provided that such revisions are not, individually or in the aggregate, detrimental to any holder of CVRs).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc)

CVR Agreement. At or prior to the Offer Acceptance Time, the Parent shall will authorize and duly authorizeadopt, execute and deliver, and shall will ensure that the a duly qualified Rights Agent duly authorizes, executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are required by such Rights Agent (provided that such revisions (i) are not, individually or in the aggregate, detrimental to any CVR holder or (ii) are approved in writing by the Company (such approval not to be unreasonably withheld, conditioned or delayed)).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epizyme, Inc.)

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CinCor Pharma, Inc.)

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall will authorize and duly authorizeadopt, execute and deliver, and shall will ensure that the a duly qualified Rights Agent duly authorizes, executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Rights Agent (provided, that such revisions are not, individually or in the aggregate, detrimental to any holder of CVRs).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Genetic Technologies Corp)

CVR Agreement. At or prior to the Offer Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Rights Agent (provided, that such revisions are not, individually or in the aggregate, materially detrimental to any Holder).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.)

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