Those are the facts necessary to satisfy the elements of a claim for, say, breach of contract: promise, consideration, failure to perform, causation and damages, or the requirements of an affirmative defense: impossibility of performance, for instance.

FORBES: Relevance and Strategy

Target shareholders may also be required by contract to agree to treat any payments made pursuant to the CVR as additional consideration for the sale of their stock in the deal.

FORBES: Shadowy Shares: The Dark Side of Contingent Value Rights