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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 Purchaser without consideration therefor, and such rights will be cancelled, with the Rights Agent being promptly notified in writing by the Holder of such transfer and cancellation. Nothing in this Agreement shall prohibit Purchaser 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 Purchaser or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article V and Section 6.3 hereunder.

Appears in 2 contracts

Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc 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 Purchaser or any of its Affiliates without consideration therefor, and such rights will be cancelled, with . Purchaser shall notify the Rights Agent being promptly notified in writing of the abandonment by the Holder Xxxxxx of such transfer and cancellationCVR. Nothing in this Agreement shall prohibit Purchaser 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 Purchaser or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article V Section 5 and Section 6.3 hereunder6. Purchaser shall notify the Rights Agent in writing of any such extinguishment of a CVR.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Orchard Therapeutics PLC), Transaction Agreement (Orchard Therapeutics PLC)

Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Xxxxxx’s Holdxx’x remaining rights in a CVR by transferring such CVR to the Purchaser or any of its Affiliates without consideration therefor, and such rights will be cancelled, with the Rights Agent being promptly notified in writing which abandonment a Holder may effect by the Holder delivery of a written notice of such transfer and cancellationabandonment to the Purchaser. Nothing in this Agreement shall prohibit the Purchaser 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 the Purchaser 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 V ARTICLE 5 and Section 6.3 hereunder6.3.

Appears in 1 contract

Samples: Arrangement Agreement (Fusion 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 Purchaser or any of its Affiliates without consideration therefor, and such rights will be cancelled, with . Purchaser shall notify the Rights Agent being promptly notified in writing of the abandonment by the Holder Xxxxxx of such transfer and cancellationCVR. Nothing in this Agreement shall prohibit Purchaser 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 Purchaser or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article V 5 and Section 6.3 hereunderArticle 6. Purchaser shall notify the Rights Agent in writing of any such extinguishment of a CVR.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Amryt Pharma PLC)

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 Purchaser the Company or any of its Affiliates without consideration therefor, and such rights will be cancelled, with . The Company shall notify the Rights Agent being promptly notified in writing of the abandonment by the Holder Xxxxxx of such transfer and cancellationCVR. Nothing in this Agreement shall prohibit Purchaser the Company 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 Purchaser the Company or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and Article V 5 and Section 6.3 hereunderArticle 6. The Company shall notify the Rights Agent in writing of any such extinguishment of a CVR.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Gamida Cell Ltd.)

Ability to Abandon CVR. A Holder may may, at any time, time and at such Holder’s option, abandon all of such XxxxxxHxxxxx’s remaining rights in a CVR such Holder’s CVRs, by transferring such CVR CVRs to Purchaser Parent or any of its Affiliates without consideration therefor, which a Holder may effect by delivery of a written notice of such abandonment to Parent and such rights will be cancelled, with the Rights Agent being promptly notified in writing by the Holder of such transfer and cancellationAgent. Nothing in this Agreement shall prohibit Purchaser 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 Purchaser Parent or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding for purposes of the definition of Acting Holders and “Majority Holders”, Article V and Section 6.3 hereunder6.3.

Appears in 1 contract

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