Common use of Ability to Abandon CVR Clause in Contracts

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

Appears in 12 contracts

Samples: Contingent Value Rights Agreement (Rexahn Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Rexahn Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Cerecor Inc.)

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Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent or its Affiliates from offering to acquire CVRs for consideration in its sole discretion.

Appears in 5 contracts

Samples: Contingent Value Rights Agreement (Gemphire Therapeutics Inc.), Contingent Value Rights Agreement (Gemphire Therapeutics Inc.), Contingent Value Rights Agreement (GTX Inc /De/)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to the Parent with or without consideration therefor. Nothing in this Agreement is intended to prohibit the Parent from offering to acquire CVRs for consideration in its sole discretion.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Pineapple Holdings, Inc.), Contingent Value Rights Agreement (Communications Systems Inc), Agreement and Plan of Merger (Communications Systems Inc)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent Buyer without consideration therefor, and such rights will be cancelled. Nothing in this Agreement is intended to prohibit Parent Parent, Buyer or its Affiliates from offering to acquire CVRs or acquiring CVRs, in private transactions or otherwise, for consideration in its sole discretion.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Biomarin Pharmaceutical Inc), Value Rights Agreement (Prosensa Holding N.V.), Rights Agreement (Biomarin Pharmaceutical Inc)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent with or without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Palisade Bio, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent the Company without consideration therefor. Nothing in this Agreement is intended to prohibit Parent the Company from offering to acquire CVRs for consideration in its sole discretion.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Cellect Biotechnology Ltd.), Contingent Value Rights Agreement (Cellect Biotechnology Ltd.), Contingent Value Rights Agreement (Cellect Biotechnology Ltd.)

Ability to Abandon CVR. A Any Holder may at any time, at such Holder’s its option, abandon all of such Holder’s its remaining rights in a CVR by an instrument in writing transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs any CVR from any Holder for consideration in its sole discretion.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Kaspien Holdings Inc.), Contingent Value Rights Agreement (Trans World Entertainment Corp)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to shall prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any CVRs acquired by Parent or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article V hereunder.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Xeris Biopharma Holdings, Inc.), Contingent Value Rights Agreement

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such HolderXxxxxx’s remaining rights in a CVR such Holder’s CVRs by transferring such CVR CVRs to Parent or any of its Affiliates without consideration therefor, which a Holder may effect via delivery of a written abandonment notice to Parent. Nothing in this Agreement is intended to shall prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Contingent Value Rights Agreement (Harmony Biosciences Holdings, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such HolderXxxxxx’s remaining rights in a CVR by transferring such CVR to Parent or any Parent Affiliate without consideration therefor. Nothing in this Agreement is intended to shall prohibit Parent or any Parent Affiliate from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any CVRs acquired by Parent or any Parent Affiliate shall be automatically deemed to be extinguished.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Applied Genetic Technologies Corp), Contingent Value Rights Agreement (Applied Genetic Technologies Corp)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to shall prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any CVRs acquired by Parent or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article V and Section 6.3 hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Tobira Therapeutics, Inc.)

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Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by an instrument in writing transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (DARA BioSciences, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such HolderHxxxxx’s remaining rights in a CVR such Holder’s CVRs by transferring such CVR CVRs to Parent or any of its Affiliates without consideration therefor, which a Holder may effect via delivery of a written abandonment notice to Parent. Nothing in this Agreement is intended to shall prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such HolderXxxxxx’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor, and such rights will be cancelled, with the Rights Agent being promptly notified in writing by Parent of such transfer and cancellation. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs CVRs, in a private transaction or otherwise, for consideration in its sole discretion.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sesen Bio, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent or any of its Affiliates without consideration therefor. Nothing in this Agreement is intended to shall prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any CVRs acquired by Parent or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stemline Therapeutics Inc)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such HolderXxxxxx’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor, and such rights will be cancelled, with the Rights Agent being promptly notified in writing by Parent of such transfer and cancellation. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs CVRs, in a private transaction or otherwise, for consideration in its sole discretion.. 3. THE RIGHTS AGENT 3.1

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sesen Bio, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such HolderXxxxxx’s option, abandon all of such HolderXxxxxx’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor, and such rights will be cancelled, with the Rights Agent being promptly notified in writing by Parent of such transfer and cancellation. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs CVRs, in a private transaction or otherwise, for consideration in its sole discretion.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Sesen Bio, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such HolderHxxxxx’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor, and such rights will be cancelled, with the Rights Agent being promptly notified in writing by Parent of such transfer and cancellation. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs CVRs, in a private transaction or otherwise, for consideration in its sole discretion.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Carisma Therapeutics Inc.)

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