Nontransferable. The CVRs 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 Transfer.
Appears in 27 contracts
Samples: Contingent Value Rights Agreement (Palisade Bio, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.)
Nontransferable. The CVRs shall 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 Transfer.
Appears in 20 contracts
Samples: Contingent Value Rights Agreement (Aytu Bioscience, Inc), Contingent Value Rights Agreement (Gemphire Therapeutics Inc.), Contingent Value Rights Agreement (Aytu Bioscience, Inc)
Nontransferable. The CVRs shall 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 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 11 contracts
Samples: Contingent Value Rights Agreement (Miromatrix Medical Inc.), Agreement and Plan of Merger (Miromatrix Medical Inc.), Arrangement Agreement (Shockwave Medical, Inc.)
Nontransferable. The CVRs or any interest therein 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 Transfer.
Appears in 11 contracts
Samples: Contingent Value Rights Agreement (Steel Partners Holdings L.P.), Contingent Value Rights Agreement (Steel Connect, Inc.), Rights Agreement
Nontransferable. The CVRs shall 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 9 contracts
Samples: Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp), Contingent Value Rights Agreement (Concentra Merger Sub II, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any attempted transfer, in whole or in part, that is not a Permitted Transfer, will be void ab initio and of no effect.
Appears in 9 contracts
Samples: Contingent Value Rights Agreement (Zevra Therapeutics, Inc.), Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any attempted 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
Samples: Contingent Value Rights Agreement (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any purported transfer of a CVR other than in a Permitted Transfer shall be null and void ab initio.
Appears in 7 contracts
Samples: Share Exchange Agreement (Blackboxstocks Inc.), Contingent Value Rights Agreement (Aadi Bioscience, Inc.), Contingent Value Rights Agreement (F-Star Therapeutics, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of the CVRs, in whole or in part, that is not a Permitted Transfer, will be null and void ab initio and of no effect.
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (FS Development Holdings II, LLC), Agreement and Plan of Merger (Pardes Biosciences, Inc.), Agreement and Plan of Merger (Chinook Therapeutics, Inc.)
Nontransferable. The CVRs shall 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 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
Samples: Contingent Value Rights Agreement (Tamez Gutierrez Fernando), Contingent Value Rights Agreement (Grupo Ferrer Internacional, S.A.), Agreement and Plan of Merger (Alexza Pharmaceuticals Inc.)
Nontransferable. The CVRs shall 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 Transfer.
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (Cellect Biotechnology Ltd.), Contingent Value Rights Agreement (Cellect Biotechnology Ltd.), Contingent Value Rights Agreement (Cellect Biotechnology Ltd.)
Nontransferable. The CVRs are not capable of being 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 Transfer.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Yumanity Therapeutics, Inc.), Contingent Value Rights Agreement (Proteostasis Therapeutics, Inc.), Contingent Value Rights Agreement (Qualigen Therapeutics, Inc.)
Nontransferable. The Aplindore CVRs 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 Transfer.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Neurogen Corp), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)
Nontransferable. The CVRs 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 Transfer. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp)
Nontransferable. The CVRs 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 pursuant to a Permitted Transfer.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Forest Laboratories, LLC), Contingent Value Rights Agreement (Actavis PLC), Contingent Value Rights Agreement (Forest Laboratories Inc)
Nontransferable. The CVRs shall 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or any other manner of transfer or disposal of, in whole or in part, the CVRs (other than through a Permitted Transfer) will be void and of no effect.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Contingent Value Rights Agreement (Cerecor Inc.)
Nontransferable. The CVRs shall 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 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 1.2 shall be void ab initio and of no effect.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)
Nontransferable. The CVRs shall 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.02 shall be void ab initio and of no effect.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.), Contingent Value Rights Agreement (Decibel Therapeutics, Inc.), Contingent Value Rights Agreement (Actavis PLC)
Nontransferable. The CVRs 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 Transfer. Any purported transfer of a CVR other than in a Permitted Transfer shall be null and void ab initio.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.), Contingent Value Rights Agreement (Shin Nippon Biomedical Laboratories, Ltd.), Contingent Value Rights Agreement (Satsuma Pharmaceuticals, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of any 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
Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Gracell Biotechnologies Inc.), Agreement and Plan of Merger (CinCor Pharma, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.02 shall be void ab initio and of no effect.
Appears in 3 contracts
Samples: 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 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 Transfer. The CVRs will not be listed on any quotation system or traded on any securities exchange.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Pineapple Holdings, Inc.), Contingent Value Rights Agreement (Communications Systems Inc), Agreement and Plan of Merger (Communications Systems Inc)
Nontransferable. The CVRs 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance, transfer or disposition, in whole or in part, that is not a Permitted Transfer will be void ab initio and of no effect.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Carisma Therapeutics Inc.), Agreement and Plan of Merger and Reorganization (Sesen Bio, Inc.), Contingent Value Rights Agreement (Sesen Bio, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 11.02 shall be void ab initio and of no effect.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Actavis PLC), Agreement and Plan of Merger (Durata Therapeutics, Inc.)
Nontransferable. The CVRs 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 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
Samples: Contingent Value Rights Agreement (Miramar Labs, Inc.), Contingent Value Rights Agreement (Sientra, Inc.)
Nontransferable. The CVRs shall 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 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 2 contracts
Samples: Agreement and Plan of Merger (Icosavax, Inc.), Agreement and Plan of Merger (Zogenix, Inc.)
Nontransferable. The CVRs shall 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 Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs in whole or in part, that is not a Permitted Transfer, will be void ab initio and of no effect.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
Nontransferable. The CVRs 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 TransferTransfer or in connection with pledges in connection with bona fide margin accounts or other loan or financing agreement secured by the CVRs.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (EPIX Pharmaceuticals, Inc.), Contingent Value Rights Agreement (EPIX Pharmaceuticals, Inc.)
Nontransferable. The CVRs shall 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 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 and of no effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thestreet, Inc.), Contingent Value Rights Agreement (Avenue Therapeutics, Inc.)
Nontransferable. The CVRs shall CVR 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 Transfer.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Paratek Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Radius Health, Inc.)
Nontransferable. The CVRs 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 Transfer.. Any attempted sale, assignment, transfer, pledge, encumbrance, transfer or disposition, in whole or in part, that is not a Permitted Transfer will be void ab initio and of no effect. 2.3
Appears in 1 contract
Nontransferable. The CVRs 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 pursuant to a Permitted TransferAssignment.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Centessa Pharmaceuticals LTD)
Nontransferable. The CVRs shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, of either in whole or in part, other than through a Permitted Transfer.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (DARA BioSciences, Inc.)
Nontransferable. The CVRs are not capable of being 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 TransferTransfer or with the advance written consent of Parent.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)
Nontransferable. The CVRs 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 Transfer. Any purported transfer of a CVR in violation of this Section 2.2 shall be null and void ab initio.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)
