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 Xxxxxx’s remaining rights in a CVR by transferring such CVR to Parent or a Person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent) 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 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 this Agreement.

Appears in 6 contracts

Samples: Contingent Value Rights Agreement (Assertio Holdings, Inc.), Contingent Value Rights Agreement (Indivior PLC), Agreement and Plan of Merger (Indivior PLC)

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Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such XxxxxxHolder’s remaining rights in a CVR represented by CVRs by transferring such CVR to Parent or a Person person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent) without consideration in compensation 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 shall is intended to prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the HoldersCVRs, in private transactions or otherwise, for consideration 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 this Agreement.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Elanco Animal Health Inc), Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such XxxxxxHxxxxx’s remaining rights in a CVR by transferring such CVR to Parent or a Person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent) 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 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 this Agreement.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Xxxxxx’s remaining rights in a CVR by transferring such CVR to Parent or a Person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent) 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 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 this Agreement.. Table of Contents EXHIBIT A ARTICLE III

Appears in 2 contracts

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

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Xxxxxx’s remaining rights in a CVR represented by transferring CVRs by Transferring such CVR to Parent or a Person nominated in writing by Parent Xxxxxx (with written notice thereof from Parent to the Rights Agent) without consideration in compensation 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 shall is intended to prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the HoldersCVRs, in private transactions or otherwise, for consideration 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 this Agreement.

Appears in 1 contract

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

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Ability to Abandon CVR. A Holder may at any time, at such HolderXxxxxx’s option, abandon all of such Xxxxxx’s remaining rights in a CVR such Holder’s CVRs by transferring such CVR CVRs to Parent or to a Person nominated in writing by Parent without consideration therefor, which a Holder may effect via delivery of a written abandonment notice to Parent (with written notice thereof from Parent a copy to the Rights Agent) 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 shall prohibit Parent or any of its Affiliates Person nominated by Parent from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any discretion (it being understood that Parent shall promptly notify the Rights Agent of any CVRs acquired by Parent or any of its Affiliates Person nominated by Parent, and each such acquired CVR shall be automatically deemed extinguished and no longer outstanding for purposes of this Agreementthe definition of Acting Holders and Section 6).

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Surface Oncology, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such XxxxxxHolder’s remaining rights in a CVR represented by transferring CVRs by Transferring such CVR to Parent or a Person person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent) without consideration in compensation 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 shall is intended to prohibit Parent or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the HoldersCVRs, in private transactions or otherwise, for consideration 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 this Agreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Radius Health, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such XxxxxxHxxxxx’s remaining rights in a CVR by transferring such CVR to Parent or a Person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent) Purchaser without consideration therefor, and such rights will be cancelled, with the Rights Agent being promptly notified in writing by Parent which a Holder may effect via delivery of such Transfer and cancellationa written abandonment notice to Parent. Nothing in this Agreement shall prohibit Parent or any of its Affiliates (including Purchaser) 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 (including Purchaser) shall be automatically deemed extinguished and no longer outstanding or entitled to further Milestone Payments for purposes of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Akouos, Inc.)

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