No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument.
No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs will be issued in book-entry form only and will not be evidenced by a certificate or other instrument.
No Certificate; Registration; Registration of Transfer; Change of Address. (a) Holders’ rights and obligations in respect of CVRs derive solely from this Agreement; CVRs will not be evidenced by a certificate or other instrument.
No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Contingent Value Rights shall not be evidenced by a certificate or other instrument.
No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CPRs shall not be evidenced by a certificate or other instrument.
No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Merck CVRs shall not be evidenced by a certificate or other instrument.
No Certificate; Registration; Registration of Transfer; Change of Address. (a) CVRs shall not be evidenced by a certificate or other instrument; provided however, the Holders shall receive evidence of issuance of the CVRs in the form of an account statement of other written documentation from the Rights Agent.
No Certificate; Registration; Registration of Transfer; Change of Address. The CVRs will not be evidenced by a certificate or other instrument. The Rights Agent will keep a register (the “CVR Register”) for the purpose of registering CVRs and Permitted Transfers thereof. The CVR Register will initially show one position for Cede & Co. representing all the shares of Company Common Stock held by DTC on behalf of the street holders of the shares of Company Common Stock held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever to the street name holders with respect to Transfers of CVRs unless and until such CVRs are Transferred into the name of such street name holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Subject to the restrictions on transferability set forth in Section 2.2, every request made to Transfer a CVR must be in writing and accompanied by a written instrument of Transfer in form reasonably satisfactory to the Rights Agent pursuant to its guidelines, duly executed by the Holder thereof, the Holder’s attorney or other personal representative duly authorized in writing or the Holder’s survivor, and setting forth in reasonable detail the circumstances relating to the Transfer. Upon receipt of such written notice, the Rights Agent will, subject to its reasonable determination that the Transfer instrument is in proper form and the Transfer otherwise complies with the other terms and conditions of this Agreement (including the provisions of Section 2.2), register the Transfer of the CVRs in the CVR Register. The Rights Agent shall not be obligated to undertake any action with respect to the Transfer of the CVRs until it shall have been provided with such additional information or material as it may reasonably require to determine that the Transfer complies with the terms and conditions of this Agreement. No service charge shall be required of a Holder or its representative or survivor for any Transfer of a CVR, but Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of Transfer. The ...
No Certificate; Registration; Registration of Transfer; Change of Address. (a) EVRs will not be evidenced by a certificate or other instrument.
No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs will not be evidenced by a certificate or other instrument. Table of Contents EXHIBIT A
