CVR Shares definition

CVR Shares has the meaning set forth in Section 3.4(b).
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CVR Shares means shares of New Common Stock, or shares of any other class or series of capital stock or other securities of the Company, that are or become distributable to a CVR Holder hereunder in respect of such Person’s Contingent Value Rights in accordance with the terms of this Agreement.
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Examples of CVR Shares in a sentence

  • The Rights Agent shall cause the applicable number of CVR Shares to be registered in the names of the Holders upon receipt thereof in the manner provided for in Section 3.4 and in accordance with the terms of this Agreement, and each of the Stockholders’ Representative and Parent shall use reasonable efforts to cause the Rights Agent to do so.

  • Any dividends or other distributions of any kind made in respect of the CVR Shares will be delivered promptly to the Rights Agent to be held in escrow with respect to the CVRs (the “CVR Income”) treating the CVR Shares for this purpose as if the Aggregate CVR Shares were then outstanding.

  • On the Settlement Date, the Rights Agent shall deliver to each Holder, concurrent with the issuance to such Holder of the applicable CVR Shares, the CVR Income earned in respect of each such CVR Share, less any applicable withholding Taxes.

  • Without limiting any of its rights to compensation or reimbursement under this Agreement, the Rights Agent shall deliver to Parent the final invoice for the Rights Agent fees and costs (which shall include a reasonable estimate of all remaining fees and expenses) at a reasonable time prior to the date of delivery of the CVR Shares.

  • On the Settlement Date or as promptly as practicable thereafter, subject to Section 3.4(c) below, the Rights Agent shall cause the applicable number of CVR Shares to be registered in the name of each of the Holders as reflected in the CVR Register as of the close of business on the last Business Day prior to such issuance date.

  • Notwithstanding anything in this Agreement to the contrary, the number referenced in clause (A) of the immediately preceding sentence shall, until the such time as any CVR Shares are issuable pursuant to Section 4.3(e) hereof, be deemed to equal 19,900,000 and thereafter shall be 20,000,000 less the number of shares of Parent Common Stock issued upon the cashless exercise of Company 2006 Warrants but such reduction not to exceed 100,000.

  • The CVR Representative shall be entitled to receive a number of CVR Shares equal to the quotient obtained by dividing the amount of the indemnification obligation referenced in the immediately preceding sentence by the average of the last reported sales prices of Parent Common Stock on the primary exchange where it is traded for the last fifteen trading days immediately preceding the date of issuance of such shares pursuant to this Agreement.

  • The CVR Shares that may be issued pursuant to the terms of this Agreement are sometimes referred to herein as the "CVR Consideration".

  • Parent (and each of its affiliates) shall for federal income tax purposes treat any issuance of CVR Shares as a payment made in connection with the acquisition of Company Common Stock, and Parent (and each of its affiliates) shall file any tax return reporting the issuance of CVR Shares consistent with such treatment.

  • Parent, the Surviving Corporation and Merger Sub are jointly and severally responsible for the performance of all actions, and the payment of all sums and delivery of all CVR Shares, required under this Agreement of any of such party.

Related to CVR Shares

  • Common Shares means the common shares in the capital of the Corporation;

  • Newco Shares means the common shares in the capital of Newco;

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Company Shares means the common shares in the capital of the Company;

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Dividend Shares means any shares of Common Stock issuable in lieu of cash dividends paid or to be paid on the Series A Preferred.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Subco Shares means the common shares in the capital of Subco;

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Amalco Shares means the common shares in the capital of Amalco;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Sold Shares shall have the meaning specified in Section 6.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).