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).
Holders of CVRs; Appointment of Rights Agent. (a) Pursuant to the terms of the Merger Agreement, each holder of any shares of Company Common Stock shall be entitled to one CVR for each such share.
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs shall be issued to the holders of shares of Homology Common Stock as of the Record Date.
Holders of CVRs; Appointment of Rights Agent. (a) As provided in the Merger Agreement, each Holder shall be entitled to one CVR for each Share outstanding immediately prior to the Effective Time that is converted into the right to receive the Merger Consideration pursuant to the Merger Agreement.
Holders of CVRs; Appointment of Rights Agent. (a) As provided in the Merger Agreement, and subject to the terms thereof, the initial Holders shall be the holders of shares of Company Common Stock (other than (i) Cancelled Company Shares and (ii) any Dissenting Company Shares) immediately prior to the Effective Time that are validly converted into the Merger Consideration pursuant to Section 2.1(a) of the Merger Agreement.
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs represent the rights of Holders to receive CVR Cash Payments or CVR Stock Payments, as elected by the Company in its sole discretion, pursuant to this Agreement. The initial Holders will be the holders of Common Stock and holders of warrants to acquire shares of the Company as of immediately prior to the Effective Time. One CVR will be issued with respect to each share of Common Stock and each warrant to acquire shares of the Company, in each case 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 “Parent Restricted Stock Units” and “Parent Options” pursuant to Sections 6.7(a) and (b) of the Merger Agreement); provided, that the Company shall issue additional CVRs to the holders of certain Parent Options from time to time to the extent such holders exercise such Parent Options pursuant to Section 2.6 of the Merger Agreement.
Holders of CVRs; Appointment of Rights Agent. (a) As provided in the Merger Agreement, each Holder shall be entitled to one CVR for (i) each Share (including any shares of Company Restricted Stock) outstanding immediately prior to the Effective Time that is converted into the right to receive the Merger Consideration (or, in the case of Company Restricted Stock, the Cash Consideration payable with respect to the Restricted Stock) pursuant to the Merger Agreement, and (ii) each Share underlying a Company Option that is outstanding immediately prior to the Effective Time that is converted into the right to receive the Cash Consideration with respect to the Company Options pursuant to the Merger Agreement.
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs shall be issued and distributed by Public Company in the form of a dividend, in connection with the Merger, to the Persons who, as of the close of business on the last Business Day prior to the day on which the Effective Time occurs, are stockholders of Public Company.
Holders of CVRs; Appointment of Rights Agent. (a) As provided in the Purchase Agreement, each Holder will be entitled to one CVR for (i) each Share that is validly accepted for payment, and paid for, pursuant to Section 2.01(d) of the Purchase Agreement or pursuant to any Subsequent Offering Period, (ii) each Share underlying a Company Option that is cancelled pursuant to Section 2.03(a) or Section 2.03(b) of the Purchase Agreement, (iii) each Company Restricted Share that is validly tendered and accepted for payment and paid for pursuant to Section 2.03(c) of the Purchase Agreement and (iv) each Share (including Company Restricted Share) converted, cancelled or otherwise entitled to receive a CVR pursuant to Section 2.04(f) or 2.07 of the Purchase Agreement.
Holders of CVRs; Appointment of Rights Agent. (a) The CVRs shall be issued and distributed by Gem in the form of a dividend, in connection with the Merger, to the Persons who as of immediately prior to the Effective Time are stockholders of record of Gem or have the right to receive Gem Common Stock as of immediately prior to the Effective Time, as contemplated by the Merger Agreement.
