CVR Sample Clauses
CVR. The CVRs represent the rights of Holders to receive contingent cash payments pursuant to the Merger Agreement and this Agreement. The initial Holders will be the holders of the Shares (other than any Dissenting Shares) immediately prior to the Effective Time that are validly converted into Merger Consideration pursuant to Section 4.1(a) of the Merger Agreement and the holders of Company Equity Awards immediately prior to the Effective Time that are validly converted, in full or in part, into the right to receive CVRs pursuant to Section 4.3 of the Merger Agreement. For the avoidance of doubt, CVR Equivalent Awards shall not constitute CVRs.
CVR. For certainty and notwithstanding any other provision of this Agreement, in the event that the Corporation has not received Exchange Approval (including, for certainty, all necessary approvals from the Shareholders), on terms acceptable to the Investor, acting reasonably, on or before the Second Tranche Closing Date for the offer, sale and issuance of the Second Tranche Shares, then the CVR, the Notes, the Escrow Agreement – Claim Proceeds Account and the GSA placed into escrow at the First Tranche Closing Time shall, upon the payment in full of the Second Tranche Price, automatically be released from escrow, be delivered to the Investor and will become legally effective and the Corporation will not be obligated to issue the Second Tranche Shares to the Investor. In the event that the Second Tranche Shares are issued by the Corporation to the Investor, then the CVR, the Escrow Agreement – Claim Proceeds Account and the GSA will automatically be released from escrow, terminate and become null and void and of no force or effect.
CVR. Parent shall deliver to the Company, on or prior to the Acceptance Time, the CVR Agreement, duly executed by Parent, Purchaser and the Rights Agent and the CVR Agreement shall be in full force and effect at the Acceptance Time.
CVR. The CVR represents the rights of Holders to receive contingent cash payments pursuant to this Agreement. The initial Holders will be the holders of shares of Company Common Stock (other than any Dissenting Shares), Company Stock Options, Company ESPP Options, Company RSUs and Company PSUs immediately prior to the Effective Time that are validly converted into Merger Consideration pursuant to Section 2.1(a) of the Merger Agreement.
CVR. “CVR” is defined in Recital A of the Agreement.
CVR. Technest’s Board of Directors shall have declared and distributed a dividend of the CVR to each holder of a share of Technest Common Stock as of a date prior to the Closing Date selected by such Board of Directors, the shares of Common Stock of Technest shall be trading on a so-called “ex-dividend” basis, the CVR Agreement shall have been entered into in form and substance satisfactory to Technest and all appropriate action shall have been taken to establish Mellon Investor Services LLC as Exchange Agent for the CVR.