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 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 Section 5 and Section 6.
Appears in 16 contracts
Samples: Contingent Value Rights Agreement (La Jolla Pharmaceutical Co), Agreement and Plan of Merger (La Jolla Pharmaceutical Co), Value Rights Agreement (La Jolla Pharmaceutical Co)
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 of its Affiliates without consideration therefor. Nothing in this Agreement 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 Section Article 5 and Section Article 6.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Contingent Value Rights Agreement (Abiomed 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 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 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 Section Article 5 and Section Article 6.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals 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 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 Section 5 Article V and Section 66.04 hereunder.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Actavis PLC), Contingent Value Rights Agreement (Actavis PLC), Agreement and Plan of Merger (Durata Therapeutics, 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 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 Section 5 and Section 6.Article V.
Appears in 3 contracts
Samples: Rights Agreement, Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Contingent Value Rights Agreement (SteadyMed Ltd.)
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 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 Section Article 5 and Section Article 6.
Appears in 3 contracts
Samples: Contingent Value Right Agreement (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Flexion 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 Purchaser or any of its Affiliates without consideration therefor. Nothing in this Agreement shall prohibit Parent Purchaser 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 Purchaser or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Section Article 5 and Section Article 6.
Appears in 1 contract
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 of its Affiliates without consideration therefor. Nothing in this Agreement 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 outstanding, including for purposes of the definition of Acting Holders and Section ARTICLE 5 and Section 66.3.
Appears in 1 contract
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 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 or otherwise held 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 Section 5 3.1, Section 5.2 and Section 66.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Anixter International 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 of its Affiliates without consideration therefor, which a Holder may effect via delivery of a written abandonment notice to Parent. Nothing in this Agreement 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 Section Article 5 and Section Article 6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oyster Point Pharma, 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 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 Section Article 5 and Section Article 6.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dova Pharmaceuticals 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 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 Section 5 and Section 6.. 3. THE RIGHTS AGENT 3.1
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
