Form Of Contingent Value Rights Agreement Sample Contracts

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Innocoll Holdings plc – Form of Contingent Value Rights Agreement (April 6th, 2017)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2017, (this "Agreement"), is entered into by and between Lough Ree Technologies Limited, an Irish private limited company (the "Buyer") and [*], a [*], as Rights Agent.

Innocoll Holdings plc – Form of Contingent Value Rights Agreement (April 6th, 2017)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2017, (this "Agreement"), is entered into by and between Lough Ree Technologies Limited, an Irish private limited company (the "Buyer") and [*], a [*], as Rights Agent.

Form of Contingent Value Rights Agreement (January 17th, 2017)

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 13, 2017 (this Agreement), is entered into by and between Nexstar Broadcasting Group, Inc., a Delaware corporation (the Issuer) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the Rights Agent).

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN BIOMARIN PHARMACEUTICAL INC., BIOMARIN FALCONS B.V. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT Dated as of January 14, 2015 (January 16th, 2015)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 14, 2015 (this Agreement), is entered into by and between BioMarin Pharmaceutical Inc., a Delaware corporation (Parent), BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (Buyer), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.

Form of Contingent Value Rights Agreement (November 26th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [] (this Agreement), is entered into by and between BioMarin Pharmaceutical Inc., a Delaware corporation (Parent), BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (Buyer), and [], a [], as Rights Agent.

Form of Contingent Value Rights Agreement (November 26th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [] (this Agreement), is entered into by and between BioMarin Pharmaceutical Inc., a Delaware corporation (Parent), BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (Buyer), and [], a [], as Rights Agent.

Chelsea Therapeutics International – Form of Contingent Value Rights Agreement (May 8th, 2014)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [*], 2014 (this "Agreement"), is entered into by and between H. Lundbeck A/S, a Danish corporation ("Parent"), and [*], a [Jurisdiction] [Type of Entity], as Rights Agent.

Hanmi Financial Corporation – Form of Contingent Value Rights Agreement (March 24th, 2014)

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2014 (this Agreement), is entered into by and among Hanmi Financial Corporation, a Delaware corporation (Parent), [], a [], solely in its capacity as shareholders representative (in such capacity, the Shareholders Representative), and [ ], as rights agent (the Rights Agent) and as initial CVR Registrar (as defined herein).1

Gramercy Property Trust Inc. – Form of Contingent Value Rights Agreement (October 7th, 2013)

This CONTINGENT VALUE RIGHTS AGREEMENT (this "Agreement"), dated as of [ ], 2013, is by and among Gramercy Property Trust Inc., a Maryland corporation (the "Company"), and the investor set forth on the signature page hereto (the "Investor").

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between COMMUNITY HEALTH SYSTEMS, INC. And [TRUSTEE] Dated as of [] (July 30th, 2013)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of []1 (this CVR Agreement), by and between Community Health Systems, Inc., a Delaware corporation (the Company), and [], a [], as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs and, each individually, a Security or a CVR) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between COMMUNITY HEALTH SYSTEMS, INC. And [TRUSTEE] Dated as of [] (July 30th, 2013)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of []1 (this CVR Agreement), by and between Community Health Systems, Inc., a Delaware corporation (the Company), and [], a [], as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs and, each individually, a Security or a CVR) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between COMMUNITY HEALTH SYSTEMS, INC. And [TRUSTEE] Dated as of [] (July 30th, 2013)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of []1 (this CVR Agreement), by and between Community Health Systems, Inc., a Delaware corporation (the Company), and [], a [], as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs and, each individually, a Security or a CVR) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between COMMUNITY HEALTH SYSTEMS, INC. And [TRUSTEE] Dated as of [] (July 30th, 2013)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of []1 (this CVR Agreement), by and between Community Health Systems, Inc., a Delaware corporation (the Company), and [], a [], as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs and, each individually, a Security or a CVR) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

Form of Contingent Value Rights Agreement (July 12th, 2013)

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [__] (this "Agreement"), is entered into by and among AT&T Inc., a Delaware corporation ("Parent"), Leap Wireless International, Inc., a Delaware Corporation (the "Company"), Laser, Inc., a Delaware corporation, solely in its capacity as representative of the former holders of Shares (in such capacity, the "Stockholders' Representative"), and [__], as rights agent (the "Rights Agent") and as initial CVR Registrar (as defined herein).

American Realty Capital Propert – Form of Contingent Value Rights Agreement (June 12th, 2013)

This CONTINGENT VALUE RIGHTS AGREEMENT (this "Agreement"), dated as of June [__], 2013, is by and among American Realty Capital Properties, Inc., a Maryland corporation (the "Company"), and the holder set forth on the signature page hereto (together with their successor and their permitted assigns, the "Holder").

American Realty Capital Propert – Form of Contingent Value Rights Agreement (June 12th, 2013)

This CONTINGENT VALUE RIGHTS AGREEMENT (this "Agreement"), dated as of June [__], 2013, is by and among American Realty Capital Properties, Inc., a Maryland corporation (the "Company"), and the holder set forth on the signature page hereto (together with their successor and their permitted assigns, the "Holder").

American Realty Capital Propert – Form of Contingent Value Rights Agreement (June 5th, 2013)

This CONTINGENT VALUE RIGHTS AGREEMENT (this "Agreement"), dated as of June [__], 2013, is by and among American Realty Capital Properties, Inc., a Maryland corporation (the "Company"), and the holder set forth on the signature page hereto (together with their successor and their permitted assigns, the "Holder").

American Realty Capital Propert – Form of Contingent Value Rights Agreement (June 5th, 2013)

This CONTINGENT VALUE RIGHTS AGREEMENT (this "Agreement"), dated as of June [__], 2013, is by and among American Realty Capital Properties, Inc., a Maryland corporation (the "Company"), and the holder set forth on the signature page hereto (together with their successor and their permitted assigns, the "Holder").

[FORM OF] CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG RXI PHARMACEUTICALS CORPORATION, COMPUTERSHARE TRUST COMPANY, N.A., COMPUTERSHARE INC., AND ROBERT E. KENNEDY, IN HIS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE April 13, 2011 (April 14th, 2011)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of April 13, 2011 (this Agreement), by and among RXi Pharmaceuticals Corporation, a Delaware corporation (Parent), and Computershare Trust Company, N.A., a national banking association (Trust Company) and Computershare Inc., a Delaware Corporation , as exchange agent (Computershare and together with Trust Company, the Rights Agent), and Robert E. Kennedy, an individual acting as the Company Stockholders representative (the Stockholder Representative) in favor of each person who from time to time holds one or more Contingent Value Rights (the CVRs) to receive cash payments or stock issuances in the amounts and subject to the terms and conditions set forth herein.

[Form Of] CONTINGENT VALUE RIGHTS AGREEMENT (February 25th, 2011)

Sales or other commercial dispositions of a Product among the Company, its Affiliates and licensees of the Company or its Affiliates shall be excluded from the computation of Product Sales, except where such an Affiliate or licensee is an end-user of, and does not further sell, the Product. For the avoidance of doubt, use of the Product for clinical testing in which the cost of the Product is not reimbursed shall not make an Affiliate or licensee an end-user of the Product (but use of the Product for clinical testing in which the cost of the Product is reimbursed by third-party payors (which, for the avoidance of doubt, shall include governments and insurance companies) shall be included in Product Sales).

Clinical Data, Inc. – [Form Of] CONTINGENT VALUE RIGHTS AGREEMENT (February 25th, 2011)

This Contingent Value Rights Agreement, dated as of [], 2011 (this Agreement), is entered into by and between FL HOLDING CV, an entity organized under the laws of the Netherlands (Parent), FOREST LABORATORIES, INC., a Delaware corporation (the Guarantor) and [____________________], as Rights Agent (the Rights Agent).

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between CELGENE CORPORATION and [TRUSTEE] Dated as of [], 2010 (July 1st, 2010)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2010 (this CVR Agreement), by and between Celgene Corporation, a Delaware corporation (the Company), and [], a national banking association, as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between CELGENE CORPORATION and [TRUSTEE] Dated as of [], 2010 (July 1st, 2010)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2010 (this CVR Agreement), by and between Celgene Corporation, a Delaware corporation (the Company), and [], a national banking association, as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between CELGENE CORPORATION and [TRUSTEE] Dated as of [], 2010 (July 1st, 2010)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2010 (this CVR Agreement), by and between Celgene Corporation, a Delaware corporation (the Company), and [], a national banking association, as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between CELGENE CORPORATION and [TRUSTEE] Dated as of [], 2010 (July 1st, 2010)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [], 2010 (this CVR Agreement), by and between Celgene Corporation, a Delaware corporation (the Company), and [], a national banking association, as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

Clinical Data, Inc. – Form of Contingent Value Rights Agreement (October 31st, 2008)

Contingent Value Rights Agreement, dated [________] [___], 2008, by and among Clinical Data, Inc. (Parent), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the Rights Agent), in favor of each person (a Holder) who from time to time holds one or more Contingent Value Rights (the CVRs) to receive a number of shares of Parent common stock, $0.01 par value per share (the Parent Common Stock), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-___) (the Registration Statement) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the Commission) and has become effective in accordance with the Securities Act of 1933 (the Act). This Agreement is entered into in connection with the Agreement and Plan of Merger (the Merger Agreement) dated as of October 27, 2008 by and among Parent, API Ac

Avalon Pharmaceuticals, Inc. – Form of Contingent Value Rights Agreement (October 30th, 2008)

Contingent Value Rights Agreement, dated [________] [___], 2008, by and among Clinical Data, Inc. (Parent), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the Rights Agent), in favor of each person (a Holder) who from time to time holds one or more Contingent Value Rights (the CVRs) to receive a number of shares of Parent common stock, $0.01 par value per share (the Parent Common Stock), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-___) (the Registration Statement) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the Commission) and has become effective in accordance with the Securities Act of 1933 (the Act). This Agreement is entered into in connection with the Agreement and Plan of Merger (the Merger Agreement) dated as of October 27, 2008 by and among Parent, API Ac

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and Between FRESENIUS KABI PHARMACEUTICALS HOLDING, LLC and [TRUSTEE] Dated as of , 200 (July 7th, 2008)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [] (the CVR Agreement), by and between Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware corporation (the Company), and [], a national banking association, as trustee (the Trustee), in favor of each person who from time to time holds one or more Contingent Value Rights (the Securities or CVRs) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

Form of Contingent Value Rights Agreement (September 10th, 2003)

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 2003 (this "Agreement"), is entered into by and among Information Resources, Inc. a Delaware corporation (the "Company"), Gingko Corporation, a Delaware corporation, ("Parent") and Gingko Acquisition Corp., a Delaware corporation ("Merger Sub"), and , , , (individually, a "Rights Agent" and collectively, the "Rights Agents"), and Information Resources, Inc. Litigation Contingent Payment Rights Trust, a Delaware statutory trust (the "CVR Trust").