Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to the Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement). (b) The Company hereby appoints the Rights Agent to act as Rights Agent for the Company in accordance with the express terms and conditions set forth in this Agreement, and the Rights Agent hereby accepts such appointment.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Magenta Therapeutics, Inc.), Merger Agreement (Magenta Therapeutics, Inc.)
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Cash Payments or CVR Share Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to the Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Utah Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement).
(b) The the Company hereby appoints the Rights Agent to act as Rights Agent for the Company in accordance with the express terms and conditions set forth in this Agreement, and the Rights Agent hereby accepts such appointment.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Unum Therapeutics Inc.), Merger Agreement (Unum Therapeutics Inc.)
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to the Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement).
(b) The Company hereby appoints the Rights Agent to act as Rights Agent for the Company in accordance with the express terms and conditions set forth in this AgreementAgreement (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Dianthus Therapeutics, Inc. /DE/)