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 any of its Affiliates 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 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 and Article 5 and Article 6.

Appears in 1 contract

Samples: Merger Agreement (Oyster Point Pharma, Inc.)

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Ability to Abandon CVR. A Holder may at any time, at such HolderHxxxxx’s option, abandon all of such XxxxxxHxxxxx’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 via delivery of a written notice of such abandonment notice 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 and Article ARTICLE 5 and Article 6Section 6.3.

Appears in 1 contract

Samples: Merger Agreement (Gracell Biotechnologies Inc.)

Ability to Abandon CVR. A Holder may at any time, at such HolderXxxxxx’s option, abandon all of such Xxxxxx’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 via delivery of a written notice of such abandonment notice 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 Holdersany Holder, 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 and Article ARTICLE 5 and Article 6Section 6.4.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Poseida Therapeutics, 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 by transferring such CVR to Parent or any of its Affiliates without consideration therefor, which a Holder may effect via delivery of a written notice of such abandonment notice 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 and Article ARTICLE 5 and Article 6Section 6.3.

Appears in 1 contract

Samples: Merger Agreement (Zogenix, Inc.)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon any or all of such XxxxxxHxxxxx’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 via delivery of a written abandonment notice 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 their sole discretion. Any Parent shall promptly notify Rights Agent of any CVRs acquired by Parent or any of its Affiliates Affiliates, and each such acquired CVRs shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article 5 and Article 6Holders.

Appears in 1 contract

Samples: Merger Agreement (Ready Capital Corp)

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Ability to Abandon CVR. A Holder may at any time, at such HolderXxxxxx’s option, abandon all of such Xxxxxx’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 via delivery of a written notice of such abandonment notice 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 and Article ARTICLE 5 and Article 6Section 6.3.

Appears in 1 contract

Samples: Merger Agreement (Icosavax, 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 by transferring such CVR to Parent or any of its Affiliates 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 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 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 Article 5 V and Article 6Section 6.3 hereunder.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Prevail Therapeutics Inc.)

Ability to Abandon CVR. A Holder may may, at any time, time and at such HolderHxxxxx’s option, abandon all of such XxxxxxHxxxxx’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 via by delivery of a written notice of such abandonment notice 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 Holders”, the definition of “Majority Holders”, Article V and Article 5 and Article 6Section 6.3.

Appears in 1 contract

Samples: Merger Agreement (Albireo Pharma, Inc.)

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