CVR Payment Notice definition

CVR Payment Notice has the meaning set forth in Section 2.4(b).
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CVR Payment Notice has the meaning set forth in Section 2.4(b). “CVR Period” means the period beginning on the Closing Date and ending on the Expiration Date. “CVR Proceeds” means 80% of the Net Proceeds. “CVR Products” means (a) pimivalimab and vopratelimab, including any form or formulation, and any improvement or enhancement, of any such product and (b) any monospecific product, including the underlying technology, being researched or developed by Parent as of the execution date of the Cooperation Agreement or as of the Closing Date pursuant to any of the programs known by Parent as of immediately prior to the Closing Date as JTX- 8064, JTX-1484 or JTX-2134, including any form or formulation, and any improvement or enhancement, of any such product. For the avoidance of doubt, multi-specific products which may arise from any of JTX-8064, JTX-1484 or JTX-2134, or their underlying technology or intellectual property, shall not be CVR Products. “CVR Register” has the meaning set forth in Section 2.3(b). “Delaware Courts” has the meaning set forth in Section 6.5(b). “Disposition” means the sale, transfer, license or other disposition by Parent of all or any part of any CVR Products. “Disposition Agreement” means a definitive agreement, contract or other document entered into by Parent providing for a Disposition. “Disposition Period” means the period beginning on the Effective Time and ending on the one-year anniversary of the Closing Date; provided, however, that the Disposition Period shall be automatically extended one additional six-month term solely with respect to Disposition CVR Products, if any, for which an executed or final, in agreed form (i) term sheet, (ii) letter of intent or (iii) similar document is entered into within the Disposition Period in respect of a potential Disposition Agreement, but for which the relevant definitive agreement has not been executed as of such time (the “Disposition Period Extension”). “Disposition CVR Products” means the CVR Products (i) related to which a Disposition Agreement is entered into or (ii) subject to a Disposition Period Extension. “DTC” means The Depository Trust Company or any successor thereto. “Effective Time” means the date and time of the effectiveness of the Merger. “Equity Award CVR” means a CVR received by a Holder in respect of Parent Options.
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Examples of CVR Payment Notice in a sentence

  • Upon the prior written request by the Representative, Parent shall meet at reasonable times during normal business hours with the Representative to discuss the content of any CVR Payment Notice.

  • The Representative shall be entitled to: (a) rely upon any applicable CVR Register, CVR Payment Notice and any document provided by or on behalf of the Advisory Group or Rain relating to the allocation of payments or otherwise relating to the Holders, (b) rely upon any signature believed by it to be genuine, and (c) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Holder or other party.

  • During the CVR Period and upon the prior written request of the Representative (not to exceed one occurrence per calendar quarter), the Company shall meet at reasonable times during normal business hours with the Representative to discuss the content of any CVR Payment Notice.

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  • Parent shall provide the CVR Representative with additional supporting documentation as reasonably requested by the CVR Representative in connection with the CVR Representative’s review of the CVR Payment Notice promptly following such request.

  • Each CVR Holder who completes the aforementioned requirements and is a record holder of a CVR as of the date of the delivery of the CVR Payment Notice to the Rights Agent, shall be designated as a “Qualifying CVR Holder”.

  • In resolving such disputed items, the Accounting Firm’s final determination of the Net Applicable Refund Payments shall not be less than the amount thereof shown in the Applicable Recipient’s calculation in the CVR Payment Notice, nor more than the amount thereof shown in the CVR Representative’s calculation delivered pursuant to the Notice of Objection.

  • Each CVR I shall be released and extinguished as of the later of (i) the close of business on the First Measurement Period if Triggering Event I was met (ii) the time and date that PubCo delivers an applicable CVR Payment Notice to the Rights Agent with respect to each CVR I.

  • On or prior to the second Business Day following receipt of the First CVR Payment Notice, the Escrow Agent shall pay the Rights Agent from the CVR Escrow Account the First CVR Payment Amount shown in the First CVR Payment Notice, including all interest, dividends or profit on or proceeds or other income earned thereon.

  • The Second CVR Payment Notice will include the name of the bank to which such payments shall be made, account name at the bank, account number at the bank to which such payments shall be made, ABA routing number of the bank and any further credit instructions for payment to the account.

Related to CVR Payment Notice

  • Payment Notice has the meaning assigned to it in Section 8.06(c).

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Repayment Notice Each notice required to be delivered by the Borrower pursuant to Section 2.3 in respect of any reduction in the Facility Amount or repayment of Advances Outstanding, in the form of Exhibit A-2.

  • Settlement Notice has the meaning specified in Section 14.02(a)(iii).

  • Prepayment Notice means a notice by the Borrower to prepay Loans, which shall be in such form as the Appropriate Party may approve.

  • Disagreement Notice has the meaning set forth in Section 2.2.3.1(b).

  • LC Payment Notice has the meaning specified in Section 2.04(e).

  • Consent Notice has the meaning set forth in Section 4.6(a).

  • Redemption/Distribution Notice has the meaning set forth in paragraph 4(e) of Annex I.

  • Adjustment Notice has the meaning provided such term in Section 2.3(b).

  • Reinvestment Notice a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

  • Payment Blockage Notice has the meaning specified in Section 15.2.

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Transfer Payment Received As defined in Section 4.03.

  • Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.

  • Reset Notice has the meaning specified in Section 3.07.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Opt-Out Notice has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Replacement Notice is defined in Section 4.11.

  • Milestone Notice has the meaning set forth in Section 2.4(a).

  • Collection Notice means a notice, in substantially the form of Annex A to Exhibit VI, from the Agent to a Collection Bank or any similar or analogous notice from the Agent to a Collection Bank.

  • Prepayment Amount means the amount required to prepay the Annual Special Tax obligation in full for an Assessor’s Parcel as described in Section G.

  • Net Proceeds Offer Payment Date has the meaning provided in Section 4.16.

  • Discounted Prepayment Option Notice has the meaning specified in Section 2.05(d)(ii).

  • Prepayment Price Has the meaning specified in Section 6.02(b) of the Indenture.

  • Redemption Notice means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.