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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), Merger Agreement (Indivior 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 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), Merger Agreement (Elanco Animal Health Inc), Merger Agreement (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.), Merger Agreement (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

Appears in 2 contracts

Samples: Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Timber Pharmaceuticals, 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 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.)