Common use of Contingent Value Right Clause in Contracts

Contingent Value Right. (a) Prior to the First Effective Time, Parent shall declare a distribution (the “Closing Distribution”) to holders of Parent Common Stock and Parent Preferred Stock of record as of immediately prior to the First Effective Time (including, for the avoidance of doubt, those shares of Parent Common Stock with respect to Parent Restricted Stock Awards accelerated pursuant to Section 6.6(e)) of the right to receive one contingent value right (each, a “CVR”) for each outstanding share of Parent Common Stock or Parent Preferred Stock held by such stockholder as of such date (less applicable withholding taxes), each representing the right to receive contingent payments upon the occurrence of certain events set forth in, and subject to and in accordance with the terms and conditions of, the Contingent Value Rights Agreement in the form attached hereto as Exhibit F (the “CVR Agreement”). The record date for the Closing Distribution shall be the close of business on the Business Day prior to the date on which the First Effective Time occurs and the payment date for which shall be three (3) Business Days after the First Effective Time; provided that the payment of such distribution may be conditioned upon the occurrence of the First Effective Time. (b) Parent and the Exchange Agent shall, at or prior to the First Effective Time, duly authorize, execute and deliver the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Exchange Agent and are reasonably acceptable to the Company and Parent. (c) Parent shall pay all costs and fees associated with any action contemplated by this Section 2.9 (the “CVR Fees”).

Contingent Value Right. (a) Prior to the First Effective Time, Parent shall declare a distribution (the “Pre-Closing Distribution”) to holders of (a) Parent Common Stock Stock, (b) Pre-Funded Warrants (c) Parent restricted stock units and (d) In the Money Parent Preferred Stock Options of record as of immediately prior to the First Effective Time (including, for the avoidance of doubt, those shares of Parent Common Stock with respect to Parent Restricted Stock Awards accelerated pursuant to Section 6.6(e)) of the right to receive one contingent value right (each, a “CVR”) for each outstanding (i) share of Parent Common Stock or Stock, (ii) Pre-Funded Warrant, (iii) Parent Preferred Stock restricted stock units and (iv) In the Money Parent Option held by such stockholder holder as of such the close of business on the record date (less applicable withholding taxes)described below, each representing the right to receive contingent payments upon the occurrence of certain events set forth in, and subject to and in accordance with the terms and conditions of, the Contingent Value Rights Agreement in the form attached hereto as Exhibit F D, to be entered into between Parent and Computershare Trust Company, N.A. (the “Rights Agent”), 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 the Company and Parent (the “CVR Agreement”). The record date for the Pre-Closing Distribution shall be the close of business on the last Business Day prior to the date day on which the First Effective Time occurs and the payment date for which shall be three (3) Business Days after the First Effective Timeoccurs; provided that the payment of such distribution Pre-Closing Distribution may be conditioned upon the occurrence of the First Effective Time. (b) . In connection with the Pre-Closing Distribution, Parent and the Exchange Agent shall, at or prior to the First Effective Time, duly authorize, execute and deliver the CVR Agreement, subject to any reasonable revisions to shall cause the CVR Agreement that are requested to be duly authorized, executed and delivered by such Exchange Agent ▇▇▇▇▇▇ and are reasonably acceptable to the Company and ParentRights Agent. (c) Parent shall pay all costs and fees associated with any action contemplated by this Section 2.9 (the “CVR Fees”).