definiens: ), pursuant to which, at the Effective Time ( as defined in the MergerAgreement, the ), Merger Sub will merge with and into Company ( the ), with the Companycontinuing as the surviving corporation and as a wholly owned indirect subsidiary of the Parent ; WHEREAS, pursuant to the Merger Agreement, Parent has agreed to provide to the Company ’s stockholdersthe right to receive contingent value rights as hereinafter described ; WHEREAS, a registration statement on Form S-4 ( No . [ _ _ _ _ ] ) with respect to the shares of Parent CommonStock issuable pursuant to the Merger Agreement and issuable pursuant to the contingent value rights as providedherein has been prepared and filed by Parent with the Securities and Exchange Commission and has becomeeffective in accordance with the Securities Act of 1933, as amended ( the ) ; and WHEREAS, the Rights Agent is willing to act in connection with the issuance, transfer, exchange andpayment of such contingent value rights as provided herein