Common use of Ability to Abandon CVR Clause in Contracts

Ability to Abandon CVR. A Holder may, at any time and at such Hxxxxx’s option, abandon all of such Hxxxxx’s remaining rights in a CVR to Parent without consideration therefor, which a Holder may effect by delivery of a written notice of such abandonment 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”, the definition of “Majority Holders”, Article V and Section 6.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Albireo Pharma, Inc.)

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Ability to Abandon CVR. A Holder may, at any time and at such HxxxxxXxxxxx’s option, abandon all of such HxxxxxXxxxxx’s remaining rights in a CVR to Parent without consideration therefor, which a Holder may effect by delivery of a written notice of such abandonment 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”, the definition of “Majority Holders”, Article V and Section 6.3.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Ipsen, S.A.)

Ability to Abandon CVR. A Holder may, at any time and at such HxxxxxHolder’s option, abandon all of such HxxxxxXxxxxx’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor, which a Holder may effect by delivery of a written notice of such abandonment to ParentParent and the Rights Agent. 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”, the definition of “Majority Holders”, Article V and Section 6.3. The Rights Agent shall update the CVR Register to reflect any abandonment or acquisition of CVRs described in this Section 2.6.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chinook Therapeutics, Inc.)

Ability to Abandon CVR. A Holder maymay at any time, at any time and at such HxxxxxHolder’s option, abandon all of such HxxxxxHolder’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 by via delivery of a written notice of such abandonment 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”, the definition of “Majority Holders”, Article V Holders and Section 6.35 and Section 6.

Appears in 1 contract

Samples: Value Rights Agreement (Epizyme, Inc.)

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Ability to Abandon CVR. A Holder may, may at any time and time, at such Hxxxxx’s option, abandon all of such Hxxxxx’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor, which a Holder may effect by via delivery of a written notice of such abandonment 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 outstanding, including for purposes of the definition of Acting Holders”, the definition of “Majority Holders”, Article V Holders and ARTICLE 5 and Section 6.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gracell Biotechnologies Inc.)

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