Common use of Nontransferable Clause in Contracts

Nontransferable. The CVRs 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 3 contracts

Samples: Agreement and Plan of Merger (Poseida Therapeutics, Inc.), Merger Agreement (Icosavax, Inc.), Merger Agreement (Zogenix, Inc.)

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Nontransferable. The CVRs 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 CVRsany 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.), Merger Agreement (Gracell Biotechnologies Inc.), Merger Agreement (CinCor Pharma, Inc.)

Nontransferable. The CVRs 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, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be null and void ab initio and of no effect. CVRs will not be listed on any quotation system or traded on any securities exchange.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Palvella Therapeutics, Inc.), Contingent Value Rights Agreement (Pieris Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Pieris Pharmaceuticals, Inc.)

Nontransferable. The CVRs 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, CVRs in whole or in part, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be null and void ab initio and of no effect.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Alexion Pharmaceuticals, Inc.), Merger Agreement (Alexion Pharmaceuticals, Inc.)

Nontransferable. The CVRs 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 ‎Section 2.2 shall be null and void ab initio and of no effect.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Rain Oncology Inc.), Merger Agreement (Rain Oncology Inc.)

Nontransferable. The CVRs 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 sale, assignment, transferTransfer, 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. The CVRs will not be listed on any quotation system or traded on any securities exchange.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Assertio Holdings, Inc.), Merger Agreement (Spectrum Pharmaceuticals Inc)

Nontransferable. The CVRs may 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 CVRsany CVR or any right or interest therein, in whole or in part, in violation of this Section 2.2 ‎Section 2.02 shall be null and void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Wize Pharma, Inc.), Contingent Value Rights Agreement (Wize Pharma, Inc.)

Nontransferable. The CVRs 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: Merger Agreement (Thestreet, Inc.), Contingent Value Rights Agreement (Avenue Therapeutics, Inc.)

Nontransferable. The CVRs may 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 null and void ab initio and of no effect.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Sientra, Inc.), Contingent Value Rights Agreement (Miramar Labs, Inc.)

Nontransferable. The CVRs 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 2.2 11.02 shall be null and 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 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. The CVRs will not be listed on any quotation system or traded on any securities exchange.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Xeris Biopharma Holdings, Inc.), Contingent Value Rights Agreement

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Nontransferable. The CVRs 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, in violation of this Section 2.2 shall that is not a Permitted Transfer, will be null and void ab initio and of no effect. The CVRs will not be listed on any day quotation system or traded on any day securities exchange.

Appears in 1 contract

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

Nontransferable. The CVRs may 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 CVRsany CVR or any right or interest therein, in whole or in part, in violation of this Section 2.2 shall be null and void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Bioblast Pharma Ltd.)

Nontransferable. The CVRs 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 2.3(c) hereof. 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 1 contract

Samples: Contingent Value Rights Agreement (Chijet Motor Company, Inc.)

Nontransferable. The CVRs 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 The CVRs will not be listed on any quotation system 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 effecttraded on any securities exchange.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Adicet Bio, Inc.)

Nontransferable. The CVRs may 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 purported transfer of CVRs, in whole or in part, a CVR in violation of this Section 2.2 shall be null and void ab initio and of no effectinitio.

Appears in 1 contract

Samples: Merger Agreement (Landos Biopharma, Inc.)

Nontransferable. The Sales CVRs 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 Sales 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 1 contract

Samples: Sales Milestone Contingent Value Rights Agreement (NantKwest, Inc.)

Nontransferable. The CVRs 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 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 2.02 shall be null and void ab initio and of no effect. It is agreed and confirmed that the CVRs, being contingent in nature and non-transferable, have no value on the open market on their date of issue.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Kalera Public LTD Co)

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