Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 31 contracts
Sources: Amendment Agreement (ESSA Pharma Inc.), Contingent Value Rights Agreement (XOMA Royalty Corp), Merger Agreement (XOMA Royalty Corp)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 27 contracts
Sources: Contingent Value Rights Agreement (Palisade Bio, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 21 contracts
Sources: Merger Agreement (Akero Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc), Contingent Value Rights Agreement (Gemphire Therapeutics Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 15 contracts
Sources: CVR Agreement (Supernus Pharmaceuticals, Inc.), CVR Agreement (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Sage Therapeutics, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be null and void ab initio and of no effect.
Appears in 13 contracts
Sources: Contingent Value Rights Agreement (Roche Holdings Inc), Contingent Value Rights Agreement (Mannkind Corp), Contingent Value Rights Agreement (Mannkind Corp)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer; the foregoing restrictions shall apply notwithstanding that certain of the CVRs will be held through DTC. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 13 contracts
Sources: Contingent Value Rights Agreement (Applied Therapeutics, Inc.), Merger Agreement (Adverum Biotechnologies, Inc.), Transaction Agreement (Avadel Pharmaceuticals PLC)
Nontransferable. The CVRs may not be sold, assigned, transferredTransferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transferTransfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 9 contracts
Sources: Contingent Value Rights Agreement (TuHURA Biosciences, Inc./Nv), Contingent Value Rights Agreement (Kintara Therapeutics, Inc.), Merger Agreement (Timber Pharmaceuticals, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be void ab initio and of no effect.
Appears in 9 contracts
Sources: Contingent Value Rights Agreement (Zevra Therapeutics, Inc.), Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition purported transfer of CVRs, a CVR other than in whole or in part, in violation of this Section 2.2 a Permitted Transfer shall be null and void ab initio and of no effectinitio.
Appears in 8 contracts
Sources: Share Exchange Agreement (Blackboxstocks Inc.), Merger Agreement (Blackboxstocks Inc.), Contingent Value Rights Agreement (Aadi Bioscience, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or transferred or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through pursuant to a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 8 contracts
Sources: Contingent Value Rights Agreement (electroCore, Inc.), Merger Agreement (NeuroMetrix, Inc.), Merger Agreement (electroCore, Inc.)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition purported transfer of CVRs, a CVR other than in whole or in part, in violation of this Section 2.2 a Permitted Transfer shall be null and void ab initio and of no effectinitio.
Appears in 5 contracts
Sources: Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.), Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.), Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through pursuant to a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 5 contracts
Sources: Contingent Value Rights Agreement (Tamez Gutierrez Fernando), Contingent Value Rights Agreement (Grupo Ferrer Internacional, S.A.), Merger Agreement (Alexza Pharmaceuticals Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of the CVRs, in whole or in part, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be null and void ab initio and of no effect.
Appears in 5 contracts
Sources: Contingent Value Rights Agreement (FS Development Holdings II, LLC), Merger Agreement (Pardes Biosciences, Inc.), Merger Agreement (Chinook Therapeutics, Inc.)
Nontransferable. The CVRs may will not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition any other manner of CVRstransfer or disposal of, in whole or in part, in violation of this Section 2.2 shall the CVRs (other than through a Permitted Transfer) will be void ab initio and of no effect.
Appears in 4 contracts
Sources: Contingent Value Rights Agreement (Cerecor Inc.), Merger Agreement (Aevi Genomic Medicine, Inc.), Contingent Value Rights Agreement (Cerecor Inc.)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance The CVRs will not be listed on any quotation system or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effecttraded on any securities exchange.
Appears in 4 contracts
Sources: Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of the CVRs, in whole or in part, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be null and void ab initio and of no effect. CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 3 contracts
Sources: Contingent Value Rights Agreement (Palvella Therapeutics, Inc.), Contingent Value Rights Agreement (Pieris Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Pieris Pharmaceuticals, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through pursuant to a Permitted CVR Transfer, and, in the case of a Permitted Transfer, only in accordance with Section 1.3(c) hereof. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 1.2 shall be void ab initio and of no effect.
Appears in 3 contracts
Sources: Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)
Nontransferable. The CVRs may not and shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance The CVRs will not be listed on any quotation system or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effecttraded on any securities exchange.
Appears in 3 contracts
Sources: Contingent Value Rights Agreement (Pineapple Holdings, Inc.), Agreement and Plan of Merger (Communications Systems Inc), Contingent Value Rights Agreement (Communications Systems Inc)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition purported transfer of CVRs, in whole or in part, a CVR in violation of this Section 2.2 shall be null and void ab initio and of no effectinitio.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Metsera, Inc.), Merger Agreement (Metsera, Inc.), Merger Agreement (Landos Biopharma, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or transferred or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through pursuant to a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 2.02 shall be void ab initio and of no effect.
Appears in 3 contracts
Sources: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.), Contingent Value Rights Agreement (Decibel Therapeutics, Inc.), Contingent Value Rights Agreement (Actavis PLC)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through pursuant to a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 2.02 shall be void ab initio and of no effect.
Appears in 3 contracts
Sources: Contingent Value Rights Agreement (Lantheus Holdings, Inc.), Contingent Value Rights Agreement (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Progenics Pharmaceuticals Inc)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRsany CVR, in whole or in part, in violation of this Section 2.2 shall be null and void ab initio and of no effect.
Appears in 3 contracts
Sources: Arrangement Agreement (Fusion Pharmaceuticals Inc.), Merger Agreement (Gracell Biotechnologies Inc.), Merger Agreement (CinCor Pharma, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of the CVRs, in whole or in part, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be null and void ab initio and of no effect. The CVRs will not be listed on any day quotation system or traded on any day securities exchange.
Appears in 3 contracts
Sources: Contingent Value Rights Agreement (Blueprint Medicines Corp), Merger Agreement (Blueprint Medicines Corp), Agreement and Plan of Merger (Inhibrx, Inc.)
Nontransferable. The Except for Permitted Transfers, the CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 2 contracts
Sources: Share Purchase Agreement (LAVA Therapeutics NV), Share Purchase Agreement (LAVA Therapeutics NV)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Xeris Biopharma Holdings, Inc.), Contingent Value Rights Agreement
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, CVRs in whole or in part, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be void ab initio and of no effect.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Alexion Pharmaceuticals, Inc.), Merger Agreement (Alexion Pharmaceuticals, Inc.)
Nontransferable. The CVRs may shall not be be, directly or indirectly (including by way of transfer or disposition of equity interests in the Holder), sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 2 shall be void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 2 contracts
Sources: Contingent Value Right Agreement, Contingent Value Right Agreement (Mallinckrodt PLC)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Miramar Labs, Inc.), Contingent Value Rights Agreement (Sientra, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or transferred or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through pursuant to a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 11.02 shall be void ab initio and of no effect.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Actavis PLC), Agreement and Plan of Merger (Durata Therapeutics, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferredTransferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transferTransfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Assertio Holdings, Inc.), Merger Agreement (Spectrum Pharmaceuticals Inc)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 2 contracts
Sources: Merger Agreement (Thestreet, Inc.), Contingent Value Rights Agreement (Avenue Therapeutics, Inc.)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRsany CVR or any right or interest therein, in whole or in part, in violation of this Section 2.2 Section 2.02 shall be void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Wize Pharma, Inc.), Contingent Value Rights Agreement (Wize Pharma, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section Section 2.2 shall be void ab initio and of no effect.
Appears in 2 contracts
Sources: Contingent Value Rights Agreement (Rain Oncology Inc.), Merger Agreement (Rain Oncology Inc.)
Nontransferable. The Except for Permitted CVR Transfers, the CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 1 contract
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through pursuant to a Permitted CVR Transfer, and, in the case of a Permitted Transfer, only in accordance with Section 2.3(c) hereof. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 1 contract
Sources: Contingent Value Rights Agreement (Chijet Motor Company, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or disposed of in any other manner transferred or disposed ofmanner, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 2.02 shall be void ab initio and of no effect. It is agreed and confirmed that the CVRs, being contingent in nature and non-transferable, have no value on the open market on their date of issue.
Appears in 1 contract
Sources: Contingent Value Rights Agreement (Kalera Public LTD Co)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition purported transfer of CVRs, in whole or in part, a CVR in violation of this Section 2.2 shall be null and void ab initio and of no effectinitio. The CVRs shall not be listed on any quotation system or traded on any securities exchange.
Appears in 1 contract
Sources: Merger Agreement (Metsera, Inc.)
Nontransferable. The CVRs may shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRsany CVR or any right or interest therein, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 1 contract
Sources: Contingent Value Rights Agreement (Bioblast Pharma Ltd.)
Nontransferable. The Sales CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of Sales CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect.
Appears in 1 contract
Sources: Sales Milestone Contingent Value Rights Agreement (NantKwest, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance The CVRs will not be listed on any quotation system or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effecttraded on any securities exchange.
Appears in 1 contract
Sources: Contingent Value Rights Agreement (Adicet Bio, Inc.)
Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 2.02 shall be void ab initio and of no effect. Any CVR transferred pursuant to a Permitted Transfer shall remain subject to the terms and conditions of this Agreement.
Appears in 1 contract