CVR Consideration definition

CVR Consideration has the meaning set forth in Section 2.01(b).
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CVR Consideration is defined in the Recitals of this Agreement.
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CVR Consideration shall have the meaning given to that term in Clause 8.1(c)(i)(A); “DGCL”, the General Corporation Law of the State of Delaware; “Effective Date”, the date on which the Scheme becomes effective in accordance with its terms or, if the Acquisition is implemented by way of a Takeover Offer, the date on which the Takeover Offer has become (or has been declared) unconditional in all respects in accordance with the provisions of the Takeover Offer Documents and the Takeover Rules;
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Examples of CVR Consideration in a sentence

  • The Exchange Agent shall, in accordance with Section 2.02(b) and pursuant to irrevocable instructions, deliver the Merger Consideration and notify the holders of CVR Consideration contemplated to be issued pursuant to Section 2.01.

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  • During the Pre-Closing Period, the Parties and their agents and Affiliates shall cooperate with each other regarding the tax treatment of and reporting with respect to the Contingent Value Rights and CVR Consideration.

  • Notwithstanding any other provisions of this Agreement, any portion of the CVR Consideration remaining unclaimed five years after the Milestone Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity) shall, to the extent permitted by law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

  • Generally, reviews should convene within fourteen (14) calendar days of when the Respondent accepted responsibility and the investigation is complete except for good cause, or by agreement of the parties.

  • Bottom-line: These rules are not ready to be finalized as there are many problems with Ch. 19 and Ch. 89 as proposed.

  • As soon as practicable after the Milestone Date, Parent shall notify the Rights Agent and the Rights Agent shall promptly thereafter mail, to all Holders of record of CVRs that were converted into the right to receive CVR Consideration, instructions for surrendering their CVR Certificates in exchange for a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares.

  • Until surrendered in accordance with the provisions of this Section, each CVR Certificate shall represent for all purposes only the right to receive CVR Consideration and, if applicable, amounts under Section 4.4. Shares of Parent Common Stock into which the CVRs shall be converted at the Milestone Date shall be deemed to have been issued on the Milestone Date.

  • The Rights Agent assumes no responsibility with respect to the delivery of CVRs and the CVR Consideration except as herein otherwise provided.


More Definitions of CVR Consideration

CVR Consideration means one Contingent Value Right for each Common Share provided, however, that no Contingent Value Rights shall be issuable for any Common Share held by the Buyer;
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CVR Consideration means the total number of contingent value rights (individually, a “CVR”) issued pursuant to a Contingent Value Rights Agreement on substantially the terms set forth in Exhibit A (the “CVR Agreement”).
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Related to CVR Consideration

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Base Consideration is defined in Section 2.2.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Non-Cash Consideration means consideration in a form other than cash.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.