Common use of Contingent Value Right Clause in Contracts

Contingent Value Right. (a) Parent shall effect a distribution, and the Parent Board shall approve the distribution of, one contingent value right (a “CVR”) issued by Parent with respect to each share of Parent Common Stock that is issued and outstanding as of the CVR Record Date, which distribution shall be made automatically and without any required action on the part of the holder hereof, and which distribution shall be reduced by an amount equal to the amount of any applicable withholding Taxes. The terms and conditions of the CVR shall be as provided in a Contingent Value Rights Agreement substantially in the form attached hereto as Exhibit E (the “CVR Agreement”). (b) By virtue of the distribution effected in accordance with Section 1.11, each Parent 2022 Warrant that is outstanding and unexercised as of the immediately prior to the CVR Record Date shall, automatically and without any required action on the part of the holder hereof, entitle such holder to receive a number of CVRs equal to the number of shares of Parent Common Stock issuable if such Parent 2022 Warrant were to be exercised in full immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding Taxes, subject to and in accordance with the terms and conditions of such Parent 2022 Warrant and the CVR Agreement. (c) Each Parent Warrant, other than any Parent 2022 Warrant, that is outstanding and unexercised as of immediately prior to the CVR Record Date shall entitle such holder to receive, upon exercise of such Parent Warrant pursuant to the terms thereof, a number of CVRs equal to the number of shares of Parent Common Stock that would have been issuable upon exercise in full of such Parent Warrant immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding Taxes, subject to and in accordance with the terms and conditions of such Parent Warrant and the CVR Agreement. (d) No later than thirty (30) days after the First Effective Time, Parent shall authorize and duly adopt, execute and deliver, and will ensure that a reputable trust company be selected as trustee thereunder, and that such trustee executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such trustee (provided that such revisions are not, individually or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVR).

Contingent Value Right. (a) Parent Holders (i) of PubCo Common Stock, of record, as of immediately prior to the Effective Time shall effect a distribution, and the Parent Board shall approve the distribution of, be entitled to one contractual contingent value right (a “CVR”) issued by Parent PubCo subject to and in accordance with respect to each share of Parent Common Stock that is issued and outstanding as of the CVR Record Date, which distribution shall be made automatically and without any required action on the part of the holder hereof, and which distribution shall be reduced by an amount equal to the amount of any applicable withholding Taxes. The terms and conditions of the CVR shall be as provided in a Contingent Value Rights Agreement substantially in the form Agreement, attached hereto as Exhibit E (the “CVR Agreement”). , for each share of PubCo Common Stock held by such holders and (bii) By virtue of the distribution effected in accordance with Section 1.11PubCo Warrants, each Parent 2022 Warrant that is outstanding and unexercised of record, as of the immediately prior to the Effective Time shall be entitled to one CVR Record Date shall, automatically and without any required action on the part of the holder hereof, entitle such holder to receive a number of CVRs equal to the number of shares of Parent Common Stock issuable if such Parent 2022 Warrant were to be exercised in full immediately prior to the CVR Record Date, reduced issued by an amount equal to the amount of any applicable withholding Taxes, PubCo subject to and in accordance with the terms and conditions of the Pubco Warrants, for each share of PubCo Common Stock issuable upon exercise of such Parent 2022 Warrant and PubCo Warrants. (b) Following any Asset Milestone Payment, if any portion of the Potentially Transferable Asset Sale Amount is received by PubCo within forty eight months of the Effective Time (to the extent that all monies received on or prior to the Asset Milestone Payment date are included in the Asset Milestone Payment calculation) then all such amounts shall be paid pursuant to the CVR AgreementAgreement to stockholders of PubCo. (c) Each Parent Warrant, other than any Parent 2022 Warrant, that is outstanding and unexercised as of immediately At or prior to the CVR Record Date shall entitle such holder to receive, upon exercise of such Parent Warrant pursuant to the terms thereof, a number of CVRs equal to the number of shares of Parent Common Stock that would have been issuable upon exercise in full of such Parent Warrant immediately prior to the CVR Record Date, reduced by an amount equal to the amount of any applicable withholding Taxes, subject to and in accordance with the terms and conditions of such Parent Warrant and the CVR Agreement. (d) No later than thirty (30) days after the First Effective Time, Parent PubCo shall authorize and duly adopt, execute and deliver, and will ensure that a reputable trust company be selected the Exchange Agent and CVR Representative (as trustee thereunder, defined in the CVR Agreement) execute and that such trustee executes and deliversdeliver, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such trustee Exchange Agent (provided provided, that such revisions are immaterial and not, individually or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVR). PubCo and the Company shall cooperate, including by making changes to the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws. (d) PubCo, the Exchange Agent and (if necessary) CVR Representative shall, unless the Company and PubCo mutually agree, at or prior to the Effective Time, duly authorize, execute and deliver the CVR Agreement.