4Contingent Value Right Sample Clauses

4Contingent Value Right. (a) Holders of Purchaser Common Stock of record as of the Record Date (as defined in the CVR Agreement) shall be entitled to one contractual contingent value right (a “CVR”) ​ ​ issued by Purchaser subject to and in accordance with the terms and conditions of the CVR Agreement, the form of which is attached hereto as Exhibit H (the “CVR Agreement”), for each share of Purchaser Common Stock held by such holders (less applicable withholding Taxes). (b) Prior to the Effective Time, Purchaser has authorized and duly adopted, executed and delivered, and ensured that the Rights Agent executed and delivered, the CVR Agreement. Purchaser and Seller shall cooperate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws or any applicable foreign securities laws.