Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to the Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement).
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Dianthus Therapeutics, Inc. /DE/), Agreement and Plan of Merger (Magenta Therapeutics, Inc.), Contingent Value Rights Agreement (Magenta Therapeutics, Inc.)
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to the First Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the First Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement)Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spyre Therapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.)
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the contractual rights of Holders to receive CVR Payments contingent cash payments pursuant to this Agreement. In accordance with the Asset Purchase Agreement and pursuant to the Contemplated Transactions, each Holder is entitled to one CVR. Each CVR represents the right to receive the applicable portion of the Milestone Payment in accordance with this Agreement. The initial Holders will shall be the holders of Magenta Common Stock as of immediately prior determined pursuant to the Effective Time. One CVR will terms of this Agreement, and a list of the initial Holders shall be issued with respect to each share of Common Stock that is outstanding as of immediately prior furnished to the Effective Time (including, for the avoidance Rights Agent by or on behalf of doubt, those shares of Common Stock issued upon settlement of Magenta Restricted Stock Units pursuant to Purchaser in accordance with Section 6.7 of the Merger Agreement)4.1.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Atreca, Inc.)
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Cash Payments or CVR Share Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to the Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Utah Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement).
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Unum Therapeutics Inc.), Agreement and Plan of Merger (Unum Therapeutics Inc.)
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Cash Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to the First Effective Time. One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the First Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement)Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aprea Therapeutics, Inc.), Agreement and Plan of Merger (Miragen Therapeutics, Inc.)
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Payments pursuant to this Agreement. The initial Holders will be the holders of Magenta Common Stock as of immediately prior to 5:00 p.m. ET on the Effective Record Date (the “Record Time”). One CVR will be issued with respect to each share of Common Stock that is outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, those shares of Common Stock issued upon settlement of Magenta Restricted Stock Units pursuant to Section 6.7 of the Merger Agreement)Record Time.
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