Common use of CVR Agreement Clause in Contracts

CVR Agreement. At or prior to the Effective Time, Parent shall authorize and duly adopt, execute and deliver, and will ensure that a duly qualified Rights Agent 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 or adverse, taken as a whole, to any holder of a CVR). Parent and the Company shall cooperate, including by making changes to the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws.

CVR Agreement. At or prior to the Effective Time, Parent Holdco shall authorize and duly adopt, execute and deliver, and will ensure that a duly qualified Rights Agent 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 or adverse, taken as a whole, to any holder of a CVR). Parent Holdco, Parent and the Company shall cooperate, including by making changes to the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws.

CVR Agreement. At or prior to the Effective Time, Parent shall authorize and duly adopt, execute and deliver, and will ensure that a duly qualified Rights Agent 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 or adverseadverse in any material respect, taken as a whole, to any holder of a CVR). Parent and the Company shall cooperate, including by making changes to the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws.

CVR Agreement. At Parent shall, at or prior to the Effective Time, Parent shall authorize and duly adoptauthorize, execute and deliver, and will shall ensure that a duly qualified the Rights Agent executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such the Rights Agent (Agent, provided that the Company has provided it prior written consent to any such revisions are not(such consent not to be unreasonably withheld, individually delayed or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVRconditioned). Parent and the Company shall cooperate, including by making changes to the form of CVR Agreement, as necessary necessary, to ensure that the CVRs are not subject to registration under the Securities ActAct of 1933, as amended, the Exchange Act or any applicable state securities or “blue sky” laws.

CVR Agreement. At Parent shall, at or prior to the Effective Time, Parent shall authorize and duly adoptauthorize, execute and deliver, and will shall ensure that a duly qualified the Rights Agent executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such the Rights Agent (Agent; provided that the Company has provided it prior written consent to any such revisions are not(such consent not to be unreasonably withheld, individually delayed or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVRconditioned). Parent and the Company shall cooperate, including by making changes to the form of CVR Agreement, as necessary necessary, to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws.

CVR Agreement. At or immediately prior to the Effective Time, Parent shall authorize and duly adopt, will execute and deliver, and Parent will ensure that a duly qualified cause the Rights Agent executes to execute and deliversdeliver, the CVR Agreement. Parent shall take any actions necessary to cause the CVRs to be issued as part of the Merger Consideration, subject to any reasonable revisions to Company Stock Option Consideration, Company RSU Consideration, Company PSU Consideration and the CVR Agreement that are requested by such Rights Agent (consideration payable in respect of the Company Warrants, in each case, as provided that such revisions are not, individually or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVR)herein. Parent and the Company shall cooperate, including by making changes to the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws.