Common use of CVRs Clause in Contracts

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 10 contracts

Samples: Contingent Value Rights Agreement (Sientra, Inc.), Contingent Value Rights Agreement (Daiichi Sankyo Company, LTD), Contingent Value Rights Agreement (Daiichi Sankyo Company, LTD)

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CVRs. The CVRs represent the contractual rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1 hereof.

Appears in 6 contracts

Samples: Contingent Value Rights Agreement (Johnson & Johnson), Contingent Value Rights Agreement (Abiomed Inc), Merger Agreement (Johnson & Johnson)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will shall be determined the (i) holders of Shares other than Excluded Shares immediately prior to the Effective Time and (ii) holders of Company Options and Company RSUs immediately prior to the Effective Time whose Company Options and Company RSUs are converted into the right to receive the Per Share Merger Consideration pursuant to the terms Article IV of the Merger Agreement.

Appears in 5 contracts

Samples: Contingent Value Rights Agreement (Shire PLC), Merger Agreement (Shire PLC), Contingent Value Rights Agreement (Shire PLC)

CVRs. The CVRs represent the contractual rights of Holders to receive contingent cash payments payment of the CVR Proceeds from Purchaser pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 5 contracts

Samples: Contingent Value Rights Agreement (Rain Oncology Inc.), Merger Agreement (Theseus Pharmaceuticals, Inc.), Merger Agreement (Rain Oncology Inc.)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 5 contracts

Samples: Merger Agreement (Entegra Financial Corp.), Merger Agreement (Smartfinancial Inc.), Contingent Value Rights Agreement (Schulman a Inc)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined pursuant the holders of Parent Common Stock as of immediately prior to the terms of the Merger AgreementEffective Time.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (GTX Inc /De/)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1 hereof.

Appears in 3 contracts

Samples: Contingent Value Right Agreement (Pacira BioSciences, Inc.), Merger Agreement (Pacira BioSciences, Inc.), Merger Agreement (Flexion Therapeutics Inc)

CVRs. The CVRs represent the rights of Holders (granted to the initial Holders pursuant to the Merger Agreement) to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 3 contracts

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

CVRs. The CVRs represent the contractual rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. In accordance with the Merger Agreement and pursuant to the Transactions, each Holder is entitled to one CVR for (a) each share of Company Common Stock and (b) each share of Company Common Stock underlying a Covered Equity Award. Each CVR represents the right of a Holder to receive the Milestone Payments subject to and in accordance with this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1.

Appears in 3 contracts

Samples: Merger Agreement (Harmony Biosciences Holdings, Inc.), Contingent Value Rights Agreement (Harmony Biosciences Holdings, Inc.), Merger Agreement (Zynerba Pharmaceuticals, Inc.)

CVRs. The CVRs represent Each CVR represents the rights contractual right of Holders a Holder (granted to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined each Initial Holder as part of the consideration of the Merger pursuant to the terms of the Merger Agreement) to receive the Milestone Payment pursuant to, and subject to the terms and conditions of, this Agreement.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)

CVRs. The CVRs represent Each CVR represents the rights contractual right of Holders a Holder (granted to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined each Initial Holder as part of the consideration of the Merger pursuant to the terms of the Merger Agreement) to receive the Milestone Payments pursuant to, and subject to the terms and conditions of, this Agreement.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Alimera Sciences Inc), Merger Agreement (Ani Pharmaceuticals Inc)

CVRs. The CVRs represent the rights of Holders to receive a contingent cash payments payment pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1 hereof.

Appears in 2 contracts

Samples: Merger Agreement (Oyster Point Pharma, Inc.), Merger Agreement (Dova Pharmaceuticals Inc.)

CVRs. The CVRs represent the contractual rights of Holders to receive contingent cash payments payment of the aggregate CVR Proceeds from Purchaser pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 2 contracts

Samples: Merger Agreement (XOMA Corp), Merger Agreement (Kinnate Biopharma Inc.)

CVRs. The CVRs represent Each CVR represents the rights contractual right of Holders a Holder (granted to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined each Initial Holder as part of the consideration of the Offer and the Merger pursuant to the terms of the Merger Agreement) to receive the Milestone Payment(s) pursuant to, and subject to the terms and conditions of, this Agreement.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Sigilon Therapeutics, Inc.), Contingent Value Rights Agreement (Akouos, Inc.)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. The initial Holders will be determined pursuant the holders of Parent Common Stock as of immediately prior to the terms of the Merger AgreementEffective Time.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Gemphire Therapeutics Inc.), Contingent Value Rights Agreement (Gemphire Therapeutics Inc.)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders immediately prior to the Effective Time shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1 hereof. Parent shall notify the Rights Agent upon the occurrence of the Effective Time and the Closing Date.

Appears in 2 contracts

Samples: Merger Agreement (Applied Genetic Technologies Corp), Contingent Value Rights Agreement (Applied Genetic Technologies Corp)

CVRs. The CVRs represent the contingent rights of Holders to receive contingent cash payments pursuant to this Agreementthe CVR Payment upon achievement of the CVR Milestone. The initial Holders will shall be determined pursuant to the terms of the Merger Transaction Agreement and this Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Purchaser in accordance with Section 4.1 hereof and supplemented by Purchaser by written notice to the Rights Agent from time to time after the date hereof, including upon the issuance of additional CVRs following any exercise of the Warrants in accordance with the terms thereof.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Orchard Therapeutics PLC), Transaction Agreement (Orchard Therapeutics PLC)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will shall be determined the (i) holders of Shares other than Dissenting Shares immediately prior to the Effective Time and (ii) holders of Company Stock Options immediately prior to the Effective Time whose Company Stock Options are converted into the right to receive the Cash Merger Consideration pursuant to the terms Section 2.06 of the Merger Agreement.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Alexion Pharmaceuticals, Inc.), Merger Agreement (Alexion Pharmaceuticals, Inc.)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Chelsea Therapeutics International, Ltd.), Contingent Value Rights Agreement (Chelsea Therapeutics International, Ltd.)

CVRs. The CVRs represent the rights of their respective Holders (which rights were granted to receive contingent cash payments pursuant to this Agreement. The the initial Holders will be determined pursuant to the terms of the Merger Agreement) to receive a contingent cash payment in accordance with this Agreement. A list of the initial Holders shall be furnished by or on behalf of Parent to the Rights Agent in accordance with Section 4.1 hereof.

Appears in 1 contract

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

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1 hereof. Each CVR represents the right of a Holder to receive the Milestone Payments in accordance with this Agreement.

Appears in 1 contract

Samples: Contingent Value Right Agreement (Lumos Pharma, Inc.)

CVRs. The CVRs represent the rights of Holders to receive a contingent cash payments payment pursuant to the Arrangement Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Arrangement Agreement and this Agreement, and a list of the initial Holders shall be furnished by or on behalf of the Purchaser to the Rights Agent in accordance with Section 4.1 hereof.

Appears in 1 contract

Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)

CVRs. The CVRs represent the rights of Holders (granted to receive contingent cash payments pursuant to this Agreement. The initial Initial Holders will be determined as a consequence of the Offer and the Merger pursuant to the terms of the Merger Agreement) to receive a one-time contingent cash payment of the Milestone Payment pursuant to this Agreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Prevail Therapeutics Inc.)

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CVRs. The CVRs represent the rights right of Holders to receive contingent cash payments payment pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Midsouth Bancorp Inc)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will CVRs shall be determined issued pursuant to the terms of Transaction at the time and in the manner set forth in the Merger Agreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Corium International, Inc.)

CVRs. The CVRs represent the rights of Holders (granted to the initial Holders in connection with the Merger Agreement) to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Oncogenex Pharmaceuticals, Inc.)

CVRs. The CVRs represent the rights of Holders (granted to the initial Holders pursuant to the Merger Agreement) to receive a contingent cash payments payment pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 1 contract

Samples: Merger Agreement (Icosavax, Inc.)

CVRs. The CVRs represent the rights of Holders (granted to the initial Holders pursuant to the Arrangement Agreement) to receive contingent cash payments pursuant to this Agreement. The initial Holders will be determined pursuant , subject to the terms of the Merger Agreementreduction as described herein.

Appears in 1 contract

Samples: Arrangement Agreement (Clementia Pharmaceuticals Inc.)

CVRs. The CVRs represent the rights of Holders to receive a contingent cash payments payment pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement, and a list of the initial Holders shall be furnished by or on behalf of Parent to the Rights Agent in accordance with Section 4.1 hereof.

Appears in 1 contract

Samples: Merger Agreement (Gracell Biotechnologies Inc.)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will CVRs shall be determined issued pursuant to the terms of Acquisition at the Merger Agreementtime and in the manner set forth in the Scheme Document.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Innocoll Holdings PLC)

CVRs. The CVRs represent the rights of Holders to receive a one-time contingent cash payments payment of the Milestone Payment pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement and this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Stemline Therapeutics Inc)

CVRs. The CVRs represent the rights of Holders (granted to receive contingent cash payments pursuant to this Agreement. The initial Initial Holders will be determined as a consequence of the Offer and the Merger pursuant to the terms of the Merger applicable Specified Instruments) to receive a one-time contingent cash payment of the Milestone Payment pursuant to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Alder Biopharmaceuticals Inc)

CVRs. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. The initial Holders will be determined pursuant the holders of the Common Stock as of immediately prior to the terms Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the Merger AgreementEffective Time.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Aadi Bioscience, Inc.)

CVRs. The CVRs represent the rights of Holders (granted to the initial Holders pursuant to the Merger Agreement and the Convertible Notes Indenture) to receive a contingent cash payments payment pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 1 contract

Samples: Merger Agreement (Zogenix, Inc.)

CVRs. The CVRs represent the rights of Holders to receive a contingent cash payments payment pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant the holders of shares of Company Common Stock whose shares are being converted into the right to receive the terms Merger Consideration and the holders of Covered Equity Awards, in each case in accordance with the Merger Agreement, and a list of the initial Holders shall be furnished to the Rights Agent by or on behalf of Parent in accordance with Section 4.1 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Anixter International Inc)

CVRs. The CVRs represent the rights of Holders (granted to the initial Holders pursuant to the SPMA) to receive contingent cash payments pursuant to this Agreement. The initial Holders will Each Holder shall be determined entitled to receive one CVR for each Share issued and outstanding immediately prior to the Merger Effective Time held by such Holder that is converted into the right to receive the Merger Consideration pursuant to the terms Section 4.1(b) of the Merger AgreementSPMA.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Avenue Therapeutics, Inc.)

CVRs. The CVRs represent the rights of Holders to receive a contingent cash payments payment pursuant to the Merger Agreement and this Agreement. The initial Holders will shall be determined pursuant to the terms of the Merger Agreement, and a list of the initial Holders shall be furnished by or on behalf of Parent to the Rights Agent in accordance with Section 4.1 hereof.

Appears in 1 contract

Samples: Merger Agreement (CinCor Pharma, Inc.)

CVRs. The CVRs represent the contractual rights of Holders to receive contingent cash payments payment of the CVR Proceeds pursuant to this Agreement. The initial Holders will be determined pursuant to the terms of the Merger Agreement.

Appears in 1 contract

Samples: Co Operation Agreement (Jounce Therapeutics, Inc.)

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