Issuance of CVRs Clause Samples

Issuance of CVRs. The CVRs shall be issued and distributed by the Rights Agent after the First Effective Time to the Persons who as of the close of trading on the Nasdaq Capital Market on the Business Day before the First Effective Time are shareholders of record of Parent (the “Legacy Shareholders”). Each Legacy Shareholder is entitled to one (1) CVR for each share of Parent Common Stock held by such Legacy Shareholder as of immediately prior to the First Effective Time.

Issuance of CVRs. The CVRs shall be issued and distributed by the CVR Agent after the Effective Time, to the Persons who as of the close of business on the day before the Effective Time are stockholders of Parent, as contemplated by the Merger Agreement.

Issuance of CVRs. The CVRs shall be issued pursuant to the Merger Agreement at the time and in the manner set forth in the Merger Agreement. Distribution of any CVR Payment Amount to the Holders shall be governed by the Shareholders’ Representative Agreement.

Issuance of CVRs. (a) On the terms and subject to the conditions of this Agreement, in accordance with the terms of the Restructuring Support Agreement, the Company hereby issues 1,036,649 CVRs to the Holder on the date of this Agreement. The CVRs will not be evidenced by a certificate or other instrument. (b) Each CVR shall entitle the Holder, upon proper exercise, to receive from the Company an amount in cash equal to (i) the Market Price of one Ordinary Share (as the same may be hereafter adjusted pursuant to Section 5 hereof, the “CVR Number”) at the time of exercise less (ii) $99.36 (as the same may be hereafter adjusted pursuant to Section 5 hereof, the Exercise Price) (the “Cash Payment”), subject to the right of the Company to, at its option, issue Ordinary Shares to the Holder pursuant to an Equity Settlement as provided in Section 3(c) hereof, provided, however, that notwithstanding any adjustment to the Exercise Price, the Exercise Price shall not be less than the nominal (par) value of an Ordinary Share. For the avoidance of doubt, if the foregoing calculation of the Cash Payment to be made results in zero or a negative number, then no Cash Payment shall be due. The Ordinary Shares or (as provided in Section 5 hereof) other securities deliverable upon an Equity Settlement are referred to herein as the “CVR Shares.”

Issuance of CVRs. The CVRs shall be issued and distributed by PTI, after the Merger, to the Persons who as of immediately prior to the Effective Time are stockholders of record of PTI or have the right to receive PTI Common Stock as of immediately prior to the Effective Time, as contemplated by the Merger Agreement.

Issuance of CVRs. (a) CVRs shall be issued and distributed by NLS in the form of a dividend, in connection with the Merger, to each Holder that, as of immediately prior to the Effective Time, is a record holder of shares of NLS Common Stock, and is a Warrant Holder holding an outstanding Warrant, to the same extent that if a Warrant Holder had held the number of shares of NLS Common Stock acquirable upon complete exercise of a Warrant. Notwithstanding anything to the contrary, this Agreement shall only become effective as of, and contingent upon, the Closing and shall be void ab initio and of no effect upon the valid termination of the Merger Agreement. (b) One CVR will be issued with respect to each share of NLS Common Stock issued and outstanding as of immediately prior to the Effective Time.

Issuance of CVRs. (a) CVRs shall be issued and distributed by NLS in the form of a dividend, in connection with the Merger, to each Holder that, as of immediately prior to the Effective Time, (i) is a record holder of shares of NLS Common Stock, (ii) is a record holder of shares of Preferred Stock, to the same extent as if such Holder had held the number of shares of NLS Common Stock acquirable upon complete conversion of such Holder’s Preferred Shares into NLS Common Stock, or (iii) is a Warrant Holder holding an outstanding Warrant, to the same extent as if such Holder had held the number of shares of NLS Common Stock acquirable upon complete exercise of such Warrant. Notwithstanding anything to the contrary, this Agreement shall only become effective as of, and contingent upon, the Closing and shall be void ab initio and of no effect upon the valid termination of the Merger Agreement. (b) One CVR will be issued with respect to (i) each share of NLS Common Stock issued and outstanding as of immediately prior to the Effective Time, (ii) each share of NLS Common Stock acquirable upon conversion of Preferred Stock held by a Holder, (iii) each share of NLS Common Stock acquirable upon conversion of the Preferred Certificates held by a Holder, and (iv) each share of NLS Common Stock acquirable upon exercise of Warrants held by a Holder, in each case as outstanding and held by such Holder as of immediately prior to the Effective Time and determined in accordance with the conversion or exercise terms then in effect under the applicable governing instruments (without giving effect to any conversion or exercise solely in connection with the Merger). Accordingly, each Preferred Holder will be treated as if such Preferred Holder held, as of immediately prior to the Effective Time, the number of shares of Common Stock acquirable upon complete conversion of the Preferred Shares then held by such Preferred Holder pursuant to the applicable terms of such Preferred Shares (including accrued dividends, conversion rates, anti-dilution adjustments, and any stated floor or cap, as applicable), each Preferred Certificate Holder will be treated as if such Preferred Certificate Holder held, as of immediately prior to the Effective Time, the number of shares of Common Stock acquirable upon complete conversion of the Preferred Certificates then held by such Preferred Certificate Holder pursuant to the applicable terms of such Preferred Certificates, and each Warrant Holder will be treated as if s...

Issuance of CVRs. (a) At the Effective Time, the Company shall, pursuant to the Merger Agreement, issue to each holder of ▇▇▇▇▇ Common Stock outstanding immediately prior to the Effective Time (other than those who have perfected their appraisal rights) one CVR for each share of ▇▇▇▇▇ Common Stock held by such holder immediately prior to the Effective Time. (b) The Company shall, pursuant to the Merger Agreement, issue to each Person who exercises a Converted Stock Option prior to the first CVR Payment Date one CVR for each share of ▇▇▇▇▇ Common Stock into which the corresponding exchanged option to purchase ▇▇▇▇▇ Common Stock was exercisable immediately prior to the Effective Time. No CVRs shall be issued to any such holder of a Converted Stock Option who does not exercise such Converted Stock Option prior to the first CVR Payment Date.

Issuance of CVRs. (a) At the Effective Time, the Company shall, pursuant to the Merger Agreement, issue to each holder of Holly Common Stock outstanding immediately prior to the Effecti▇▇ ▇▇me (other than those who have perfected their appraisal rights) one CVR for each share of Holly Common Stock held by such holder immediately prior to the ▇▇▇▇ctive Time. (b) The Company shall, pursuant to the Merger Agreement, issue to each Person who exercises a Converted Stock Option prior to the first CVR Payment Date one CVR for each share of Holly Common Stock into which the corresponding exchanged optio▇ ▇▇ purchase Holly Common Stock was exercisable immediately prior to the Eff▇▇▇▇▇e Time. No CVRs shall be issued to any such holder of a Converted Stock Option who does not exercise such Converted Stock Option prior to the first CVR Payment Date.