CVR Agreement definition

CVR Agreement means this instrument as originally executed and as it may from time to time be supplemented or amended pursuant to the applicable provisions hereof.

CVR Agreement means the Contingent Value Rights Agreement substantially in the form attached hereto as Exhibit B to be entered into between Parent and the Rights Agent, with such revisions thereto requested by such Rights Agent that are not, individually or in the aggregate, detrimental to any Person entitled to the receipt of CVRs in the Transactions (and that are reasonably acceptable to Parent and the Company).

CVR Agreement means the Contingent Value Rights Agreement substantially in the form of Exhibit B to the Merger Agreement.

Examples of CVR Agreement in a sentence

• The terms of the CVR to be issued to any holder of Company RSUs, and the circumstances in which any Milestone Payment is made in respect thereof, shall be governed solely by the CVR Agreement.

• This Agreement has been duly executed and delivered by each of Merger Sub and Parent and constitutes a valid and binding obligation of each of Merger Sub and Parent, and the CVR Agreement shall constitute, when executed and delivered by Parent, a valid and binding obligation of Parent, each enforceable in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability.

• Each of Merger Sub and Parent has the requisite power and authority to enter into and deliver this Agreement, the CVR Agreement and all other agreements and documents contemplated hereby and thereby to which it is a party and to carry out its obligations hereunder and thereunder.

• No other corporate or other similar proceedings on the part of Merger Sub or Parent are necessary to authorize the execution and delivery of this Agreement or the CVR Agreement, the performance by either Merger Sub or Parent of its obligations hereunder or thereunder and the consummation by either Merger Sub or Parent of the Transactions.

• This Agreement (including the exhibits and annexes hereto, the Company Disclosure Letter, the documents and instruments relating to the Offer and the Merger referred to in this Agreement), the Tender and Support Agreements, the CVR Agreement and the Confidentiality Agreement, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter of this Agreement.

More Definitions of CVR Agreement

CVR Agreement has the meaning set forth in the Recitals.

CVR Agreement is defined in Recital A of the Agreement.

CVR Agreement means the Contingent Value Rights Agreement, dated as of January 28, 2020, among the Company and Computershare Inc.

CVR Agreement has the meaning set forth in Section 2.01(b).

CVR Agreement means the contingent value rights agreement in substantially the form attached hereto as Exhibit D, with such revisions thereto requested by the Rights Agent that are not, individually or in the aggregate, materially detrimental to the holders of CVRs and reasonably acceptable to Purchaser and Seller.

CVR Agreement means that certain Contingent Value Rights Agreement, dated as of August 18, 2021, by and among Illumina, Inc., Computershare Trust Company, N.A., as Trustee, and Shareholder Representative Services LLC, as Holder Representative.

CVR Agreement means a contingent value rights agreement in substantially the form attached as Exhibit D.