The CVRS Sample Clauses
The CVRS clause defines the terms and conditions related to Contingent Value Rights (CVRs) in an agreement. It typically outlines how CVRs are issued, what triggers their payout, and the calculation method for any payments owed to holders. For example, the clause may specify that CVRs entitle holders to additional compensation if certain financial milestones or regulatory approvals are achieved after a merger or acquisition. The core function of this clause is to allocate future potential value between parties, ensuring that sellers or stakeholders can benefit from specific post-closing events while providing buyers with a mechanism to defer part of the purchase price until certain conditions are met.
The CVRS. Section 301 Title and Terms.
(a) The aggregate number of CVR Certificates which may be authenticated and delivered under this Agreement is limited to 100,000,000, except for CVRs authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other CVRs pursuant to Section 304, 305, 306 or 606 of this Agreement. The Company will not issue any fractional CVRs.
(b) The CVRs shall be known and designated as the “Contingent Value Rights” of the Company and shall be unsecured obligations of the Company that rank equally with all other unsecured obligations of the Company and the Holders shall have no rights except for those rights explicitly provided for herein and shall not, by virtue of their ownership of CVRs have any of the rights of a stockholder of the Company.
(c) Subject to adjustment pursuant to Section 301(j), the Company shall pay (the “CVR Payment”) to each Holder, on the third Business Day following the Maturity Date, for each CVR held by such Holder, an amount per CVR, if any, as determined by the Company, by which the Target Price exceeds the greater of (i) the average of the Current Market Values of the Shares for each trading day in the Valuation Period and (ii) the Minimum Price. The CVR Payment, if any, shall be paid by the Company, in its sole discretion, in either Cash, Shares or a combination of Cash and Shares; provided, however, the Company shall not be permitted to issue any Shares as part of the CVR Payment unless the amount of the CVR Payment is greater than $.50 per CVR and then only to the extent that the CVR Payment exceeds $.50 per CVR. Any Shares so issued shall be valued (for purposes of calculating the number of shares issuable to Holders) based upon the average of the Current Market Values of the Shares for each trading day in the Valuation Period. Such determinations by the Company absent manifest error shall be final and binding on the Company and the Holders. Not later than the second Business Day after the Maturity Date, the Company shall (x) prepare and file with the Trustee a certificate setting forth such determinations and the facts accounting for such determinations and (y) mail to each Holder a brief summary of such certificate, indicating the locations at which CVRs may be presented for payment. It shall be a condition precedent to the payment of any portion of the CVR Payment in Shares that such Shares be (i) duly authorized, validly issued, fully paid and nonassessable, (ii) not is...
The CVRS. Section 301
The CVRS