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 Purchaser or any of its Affiliates without consideration therefor. Purchaser shall notify the Rights Agent in writing of the abandonment by Xxxxxx of such CVR. Nothing in this Agreement shall prohibit 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 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 5 and Section 6. Purchaser shall notify the Rights Agent in writing of any such extinguishment of a CVR.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Orchard Therapeutics PLC), Transaction Agreement (Orchard Therapeutics PLC)

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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 Purchaser or any of its Affiliates without consideration therefor. Purchaser shall notify , and such rights will be cancelled, with the Rights Agent being promptly notified in writing of by the abandonment by Xxxxxx Holder of such CVRtransfer and cancellation. Nothing in this Agreement shall prohibit 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 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 5 Article V and Section 6. Purchaser shall notify the Rights Agent in writing of any such extinguishment of a CVR6.3 hereunder.

Appears in 2 contracts

Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Xxxxxx’s Holdxx’x remaining rights in a CVR by transferring such CVR to the Purchaser or any of its Affiliates without consideration therefor. Purchaser shall notify the Rights Agent in writing , which abandonment a Holder may effect by delivery of the abandonment by Xxxxxx a written notice of such CVRtransfer and abandonment to the Purchaser. Nothing in this Agreement shall prohibit the 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 the Purchaser 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 6. Purchaser shall notify the Rights Agent in writing of any such extinguishment of a CVR6.3.

Appears in 1 contract

Samples: Arrangement Agreement (Fusion 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 Purchaser the Company or any of its Affiliates without consideration therefor. Purchaser The Company shall notify the Rights Agent in writing of the abandonment by Xxxxxx of such CVR. Nothing in this Agreement shall prohibit Purchaser the Company 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 Purchaser the Company 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. Purchaser The Company shall notify the Rights Agent in writing of any such extinguishment of a CVR.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Gamida Cell Ltd.)

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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 Purchaser or any of its Affiliates without consideration therefor. Purchaser shall notify the Rights Agent in writing of the abandonment by Xxxxxx of such CVR. Nothing in this Agreement shall prohibit 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 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. Purchaser shall notify the Rights Agent in writing of any such extinguishment of a CVR.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Amryt Pharma PLC)

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 by transferring such CVR to Purchaser or any of its Affiliates without consideration therefor. Purchaser shall notify the Rights Agent in writing , which a Holder may effect via delivery of the a written abandonment by Xxxxxx of such CVRnotice to Parent. Nothing in this Agreement shall prohibit Purchaser 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 Purchaser Parent or any of its Affiliates (including Purchaser) shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Section 5 Article V and Section 6. Purchaser shall notify the Rights Agent in writing of any such extinguishment of a CVR6.3 hereunder.

Appears in 1 contract

Samples: Value Rights Agreement (Prevail Therapeutics Inc.)

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