Common use of Ability to Abandon CVR Clause in Contracts

Ability to Abandon CVR. A Holder may at any time, at such Xxxxxx’s option, abandon all of such Xxxxxx’s remaining rights in a CVR by transferring such CVR to Parent 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 Subsidiaries from offering to acquire (in its sole discretion) or acquiring (on terms acceptable to such Holder) any CVRs for consideration from the Holders, in private transactions or otherwise. Any CVRs acquired by Parent or any of its Subsidiaries shall be automatically deemed extinguished and no longer outstanding or entitled to any further Milestone Payment for 2026 or Milestone Payment for 2027.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Alimera Sciences Inc)

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Ability to Abandon CVR. A Holder may at any time, at such XxxxxxHolder’s option, abandon all of such XxxxxxHxxxxx’s remaining rights in a CVR by transferring such CVR to Parent or Purchaser 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 Subsidiaries Affiliates (including Purchaser) from offering to acquire (in its sole discretion) or acquiring (on terms acceptable to such Holder) 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 Subsidiaries Affiliates (including Purchaser) shall be automatically deemed extinguished and no longer outstanding or entitled to any further Milestone Payment Payments for 2026 or Milestone Payment for 2027purposes of this Agreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Akouos, Inc.)

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Ability to Abandon CVR. A Holder may at any time, at such XxxxxxHolder’s option, abandon all of such Xxxxxx’s remaining rights in a CVR by transferring such CVR to Parent or Purchaser 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 Subsidiaries Affiliates (including Purchaser) from offering to acquire (in its sole discretion) or acquiring (on terms acceptable to such Holder) 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 Subsidiaries Affiliates (including Purchaser) shall be automatically deemed extinguished and no longer outstanding or entitled to any further Milestone Payment Payments for 2026 or Milestone Payment for 2027purposes of this Agreement.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Sigilon Therapeutics, Inc.)

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