CVR Agreements definition

CVR Agreements means, collectively, the Aplindore CVR Agreement, the H3 CVR Agreement, the Merck CVR Agreement and the Real Estate CVR Agreement.

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CVR Agreements means those certain contingent value rights agreements, dated on or about February 1, 2008, by and among, Boise, Terrapin, the Company and the Holders (as such term is used in the CVR Agreements) party thereto, pursuant to which such Holders received certain contingent value rights to receive certain payments in cash or in shares of Common Stock (collectively, the “CVRs”) from Boise and Terrapin on the terms and subject to the conditions set forth therein

CVR Agreements means, collectively, the Series A CVR Agreement and the Series B CVR Agreement.

Examples of CVR Agreements in a sentence

If Buyer is not thereby reimbursed for the entire Excess, the shortfall shall be rolled forward to be satisfied in the same manner by withholding from any amount otherwise payable for the benefit of the holders of the CVRs under the applicable CVR Agreement in respect of the next-to-occur payment event under any one of the CVR Agreements (even if not the same CVR Agreement in connection with which the Excess was paid or in connection with which the Excess was partially satisfied).
After the Fund Distribution Date, the Stockholders’ Representative shall be relieved of any and all duties and obligations under the Merger Agreement or any of the CVR Agreements.
Buyer shall pay all fees and expenses of the arbitration forum, including the costs and expenses billed by the arbitrators in connection with the performance of their duties described herein; provided, however, that if the arbitrator rules in favor of Buyer, the Arbitrator’s fees and expenses shall be offset against the current or any future Aplindore CVR Payment Amount, if any, or any payment to be made thereafter under any of the other CVR Agreements.
Buyer shall pay all fees and expenses of the arbitration forum, including the costs and expenses billed by the arbitrators in connection with the performance of their duties described herein; provided, however, that if the arbitrator rules in favor of Buyer, the Arbitrator’s fees and expenses shall be offset against the Merck CVR Payment Amount, if any, or any payment to be made thereafter under any of the other CVR Agreements.
Buyer shall pay all fees and expenses of the arbitration forum, including the costs and expenses billed by the arbitrators in connection with the performance of their duties described herein; provided, however, that if the arbitrator rules in favor of Buyer, the Arbitrator’s fees and expenses shall be offset against the H3 CVR Payment Amount, if any, or any payment to be made thereafter under any of the other CVR Agreements.
Buyer shall pay all fees and expenses of the arbitration forum, including the costs and expenses billed by the arbitrators in connection with the performance of their duties described herein; provided, however, that if the arbitrator rules in favor of Buyer, the Arbitrator’s fees and expenses shall be offset against the current or any future Real Estate CVR Payment Amount, if any, or any payment to be made thereafter under any of the other CVR Agreements.
This Agreement, the CVR Agreements, the other agreements referred to herein, the Confidentiality Agreement and the Confidentiality and Exclusivity Agreement constitute the entire agreement of the parties hereto and supersede all prior or contemporaneous agreements and understandings, both written and oral, among or between any of the parties hereto with respect to the subject matter hereof and thereof.
General: The New Common Stock (including any New Common Stock issuable pursuant to the Management Incentive Plan, the New Warrant Agreements, or the CVR Agreements), the New Warrants, and the CVRs issued pursuant to the Plan will be exempt from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to, and to the fullest extent permitted under, section 1145 of the U.S. Bankruptcy Code.
Company and F-Star shall cooperate, including by making changes to the forms of CVR Agreements, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any applicable state securities or “blue sky” laws.
To the extent permitted by applicable Legal Requirements, it is expressly agreed that in no event shall any former stockholders of the Company (as opposed to the Stockholders’ Representative) or any holders of CVRs (as opposed to the Stockholders’ Representative) have, after the Effective Time, any power or right to commence or join in any Legal Proceeding based on or arising out of this Agreement or any of the CVR Agreements.

More Definitions of CVR Agreements

CVR Agreements means, collectively, the CVR Indenture and the CVR Investment Agreement.

CVR Agreements means (i) the FDA CVR Agreement, the Sales CVR Agreement and the Unaccredited CVR Agreement, (ii) the Agreement and Plan of Merger, dated May 15, 2018, by and among the Company, Receptome Acquisition Corporation, Receptome, Inc., and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, MD, PhD, (iii) the Exclusive License Agreement, dated April 18, 2016, by and between the Company and Cancer Therapeutics Laboratories, Inc. and (iv) the Assignment and Assumption Agreement, dated April 28, 2017, by and among Celgene Corporation, Celgene Alpine Investment Co., LLC, and the Company.

CVR Agreements means, collectively, the Contingent Value Rights Agreements to be entered into prior to or in connection with the Closing, by and among the Seller Representative, Pubco, Sponsor and Continental Stock Transfer & Trust Company (or such other rights agent reasonably acceptable to the Parties), , in its capacity as the rights agent, and the other applicable parties thereto, in substantially the forms attached hereto as Exhibit C; provided, that prior to the Closing, there shall be executed and adopted by applicable parties, one form of CVR Agreement containing rights and terms applicable to the Public CVRs (each, a “Public CVR Agreement”) and one form of CVR Agreement containing rights and terms applicable to the Support CVRs (each, a “Support CVR Agreement”).

CVR Agreements means, collectively, the Series A CVR Agreement and the Series B CVR Agreement. “CVRs” means, collectively, the Series A CVRs and the Series B CVRs.