Contingent Value Right Agreement definition

Contingent Value Right Agreement means that certain Contingent Value Right Agreement, dated as of the date hereof, between the Company and Buyer.
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Contingent Value Right Agreement means that certain contingent value right agreement in substantially the form attached hereto as Exhibit C, to be executed and delivered by Parent and the Rights Agent at or prior to the earlier to occur of the Offer Acceptance Time and the Effective Time.
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Contingent Value Right Agreement shall have the meaning set forth in Section 2.6(a).
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Examples of Contingent Value Right Agreement in a sentence

  • Buyer has all requisite corporate power and authority to own, operate, lease and encumber its properties and to carry on its business as now conducted, and to enter into this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement and to perform its obligations hereunder and thereunder.

  • Concurrently with the Initial Closing, the Buyer shall be issued the Contingent Value Rights which shall vest in the amounts, and on the terms, set forth in the Contingent Value Right Agreement.

  • The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted, and to enter into this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement and to perform its obligations hereunder and thereunder.

  • Alternatively, thissegmentation exercise might also lead to manufacturers realizing a need to proactively support the development of complementary customer capabilities in particularly important customer segments.

  • The Company shall be in compliance in all material respects with its covenants and other obligations under this Agreement, the Stockholders Agreement, the Contingent Value Right Agreement and the Registration Rights Agreement.

  • The provisions governing an Offer to Purchase are set forth in this Agreement for the purpose of clarifying the terms of the Contingent Value Right Agreement.

  • This Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement have been duly executed and delivered by the Company for itself and constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity.

  • For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year.

  • This Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement have been duly executed and delivered by Buyer and constitute the valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights or general principles of equity.

  • Copies of the Contingent Value Right Agreement are on file at the principal executive offices of the Company and the offices of the Agent.


More Definitions of Contingent Value Right Agreement

Contingent Value Right Agreement means the contingent value right agreement dated 18 September 2000 made between PAG and Chase Securities Inc. as amended from time to time.
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Contingent Value Right Agreement means that certain Contingent Value Right Agreement, dated as of [ • ], 2009, by and among the Stockholders’ Representative, the Company and Xxxxx Fargo, N.A., as Rights Agent.
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Contingent Value Right Agreement the Contingent Value Right Agreement, substantially in the form of Exhibit B, to be executed and delivered by the Company and Chase Securities Inc., as CVR Agent with respect to the CVRs.
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Contingent Value Right Agreement means the agreement, in the form of Exhibit B to the Existing Facility, dated as of September 18, 2000 as amended and restated from time to time and made between PrimaCom AG and Chase Securities INC.
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Contingent Value Right Agreement or “CVR Agreement” shall mean that certain agreement governing the Contingent Value Rights, in substantially the form attached hereto as Exhibit L.
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Related to Contingent Value Right Agreement

  • Stock Appreciation Right Agreement means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan.

  • Vesting Agreement means each or any, as the context implies, agreement or instrument entered into by a holder of LTIP Units upon acceptance of an award of LTIP Units under an Equity Incentive Plan.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Rollover Agreement has the meaning set forth in the Recitals.

  • Non-Control Transaction means a merger, consolidation or reorganization of the Company where:

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient;

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Initial Agreement has the meaning set forth in the Recitals.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • DSU Agreement means a written letter agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions thereof, substantially in the form of Appendix “B”;

  • Performance Unit Agreement means a written agreement between the Company and a Holder with respect to a Performance Unit Award.

  • Stock Appreciation Rights Agreement means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights.

  • Payment Agreement means a written agreement which provides

  • Stock Option Agreement means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Joint Agreement means a type of Fund Use Agreement between the Consortium and the Fund Council that sets forth an umbrella set of terms and conditions that govern principally the submission and approval of CRP proposals and the transfer and use of funds from the CGIAR Fund for implementation of CRPs.

  • Restricted Stock Unit Agreement means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

  • Stock Unit Agreement means the agreement between the Company and the recipient of a Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock Unit.

  • conditional sale agreement means an agreement for the sale of goods under which the purchase price or part of it is payable by instalments, and the property in the goods is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled;

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.