Contingent Value Rights Agreement. At the Closing, each of the Company and the Investor shall execute and deliver to the other party the Contingent Value Rights Agreement in the form attached hereto as Exhibit A.
Contingent Value Rights Agreement. Immediately prior to the consummation of the Exchange Offer, the Company will enter into a Contingent Value Rights Agreement substantially in the form of Exhibit D attached hereto (the “Contingent Value Rights Agreement”) with U.S. Bank, National Association, as rights agent, in favor of each tendering holder of Notes.
Contingent Value Rights Agreement. The Contingent Value Rights Agreement, substantially in the form of Exhibit A, shall have been executed by Parent and Trustee (as defined in the Contingent Value Rights Agreement) and shall be in full force and effect.
Contingent Value Rights Agreement. At the Effective Time, Third Point Re will enter into a contingent value rights agreement (the “CVR Agreement”). Pursuant to the CVR Agreement, Third Point Re will issue CVRs representing the right to receive a contingent cash payment of (1) in the case of acceleration upon certain breaches of the CVR Agreement, $13.73 minus the volume weighted average price of the TPRE Common Shares measured over the 14 consecutive trading day period beginning on the date a breach is declared, multiplied by 0.743, (2) on the second anniversary (the “Maturity Date”) of the Effective Time, $13.73 minus the volume weighted average price of the TPRE Common Shares measured over the 14 consecutive trading day period prior to the Maturity Date multiplied by 0.743 and (3) in the case of redemption, the discounted present value of $13.73, discounted from the Maturity Date to the last day of the 14 consecutive trading day period beginning on the date of the redemption notice (“Redemption Valuation Period”), minus the volume weighted average price of the TPRE Common Shares measured over the Redemption Valuation Period multiplied by 0.743. Upside Rights At the Effective Time, Third Point Re will issue the Upside Rights. Pursuant to the Upside Rights, if (i) the last reported sales prices for each of thirty (30) consecutive trading days exceeds the target price of $20.00 (the “Target Price”), subject to adjustment, prior to the first anniversary of the Effective Time, or
Contingent Value Rights Agreement. Parent shall have delivered to the Company a copy of the Contingent Value Rights Agreement duly executed by each of Ultimate Parent, Parent and the rights agent party thereto.
Contingent Value Rights Agreement. The Contingent Value Rights Agreement shall have been fully executed by the parties thereto and delivered to Buyer;
Contingent Value Rights Agreement. The following summary description of the CVR Agreement is qualified in its entirety by reference to CVR Agreement itself, a form of which is filed as Exhibit (d)(3) to the Schedule TO (subject to any reasonable revisions to such form that are requested by such Rights Agent and that are not, individually or in the aggregate, detrimental to any CVR holder, other than in immaterial respects), which you may examine and copy as set forth in Section 8 — “Certain Information Concerning Purchaser and Parent” above. Pursuant to the Merger Agreement, Parent intends to enter into the CVR Agreement with the Rights Agent governing the terms of the Milestone Payments. Each CVR represents the contingent right to receive the cash payments, without interest thereon and less any applicable withholding, with each payment conditioned upon the achievement of the applicable milestones as set forth below. If ‘Net Sales’ of the ‘Product’ (each as defined below under) worldwide after the Closing exceed $50,000,000 (“Milestone #1”), then Parent will pay to each holder of a CVR $0.0147 per CVR. If ‘Net Sales’ of the ‘Product’ worldwide after the Closing exceed $80,000,000 (“Milestone #2), then Parent will pay to each holder of a CVR $0.6911 per CVR.
Contingent Value Rights Agreement. As promptly as reasonably practicable following the date hereof, and prior to the filing of the Registration Statement pursuant to Section 5.8, Parent, Frontier and Xxxxx shall enter into a Contingent Value Rights Agreement (the “CVR Agreement”) by and among Parent, Frontier, Xxxxx and the one or more persons hereafter designated by Xxxxx in the CVR Agreement (the “Representatives”), which CVR Agreement shall provide, among other terms and conditions, (i) that the Representatives shall be empowered, subject to any limitations imposed by the Assignment of Claims Act, to approve the terms and conditions of any settlement of the Jet Fuel Claims proposed by Parent (provided the Representatives shall have no such approval right from and after the first date on which the Claims Expenses equal or exceed $2,500,000 (the “Costs Threshold Date”)), (ii) that Parent shall cause the Xxxxx Subsidiaries to prosecute the Jet Fuel Claims in good faith (it being understood, however, that Parent shall be entitled to settle the Jet Fuel Claims, without any approval from the Representatives or any holder of CVRs, at any time from and after the Costs Threshold Date), (iii) that the Board of Directors of Parent shall approve any settlement of the Jet Fuel Claims, (iv) for the reasonable compensation of the Representatives by Parent for their service as such, (v) that Parent shall indemnify the Representatives from and against any loss, liability or expense incurred by them arising out of or in connection with their service as Representatives, (vi) for a procedure to value any in-kind Recovery and for the payment to the holders of CVRs of such value in cash, (vii) that CVRs shall be nontransferable, except upon death or by operation of law, (viii) for the appointment of successors to the Representatives if the Representatives resign or become unable to carry out their obligations and duties under the CVR Agreement, (ix) that the consent of the holders of a majority of the CVRs shall be necessary to amend the CVR Agreement or the CVRs after the Effective Time in any manner adverse to the holders of CVRs, (x) that the amount of the Recovery shall also be reduced by any offsets or other claims recovered by the United States against the Xxxxx Subsidiaries arising directly under the contracts that gave rise to the Jet Fuel Claims, but shall not be reduced for any other offsets or other claims by the United States against the Xxxxx Subsidiaries or their affiliates, and (xi) that Parent...
Contingent Value Rights Agreement. The Parties shall have received copies of the Contingent Value Rights Agreements, duly executed by Pubco, the Seller Representative, the Sponsor, and Continental Stock Transfer & Trust Company, in its capacity as the rights agent.
Contingent Value Rights Agreement. The Stockholders’ Representative and the Rights Agent shall have executed and delivered the Contingent Value Rights Agreement.
