Acquisition Issuances. (a) At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold, no less than 15 Business Days after the issuance and sale of any New Securities in consideration for the acquisition of a business or assets of a business (a “Business Acquisition Transaction”), the Company will notify Sumitovant Bio of the Company’s issuance by written dated notice setting forth: (x) the number, type and material terms of New Securities issued in such Business Acquisition Transaction, (y) a description of the material elements of the consideration therefor and (z) the capitalization of the Company after giving effect to the issuance of such New Securities and the calculation of the number of shares that the Sumitomo Group would need to acquire to maintain the Sumitomo Group’s Beneficial Ownership percentage of the Total Current Voting Power immediately prior to such Business Acquisition Transaction (a “Company Acquisition Issuance Notice”).
Appears in 2 contracts
Samples: Investor Rights Agreement (Myovant Sciences Ltd.), Investor Rights Agreement (Sumitomo Chemical Co., Ltd.)
Acquisition Issuances. (a) At all times that Until the Entities within the Sumitomo Group satisfy the Voting Thresholdoccurrence of a Standstill Termination Event, no less than 15 Business Days after the issuance and sale of any New Securities in consideration for the acquisition of a business or assets of a business (a “Business Acquisition Transaction”), the Company will notify Sumitovant Bio of the Company’s issuance by written dated notice setting forth: (x) the number, type and material terms of New Securities issued in such Business Acquisition Transaction, (y) a description of the material elements of the consideration therefor and (z) the capitalization of the Company after giving effect to the issuance of such New Securities and the calculation of the number of shares that the Sumitomo Group would need to acquire to maintain the Sumitomo Group’s Beneficial Ownership percentage of the Total Current Voting Power immediately prior to such Business Acquisition Transaction (a “Company Acquisition Issuance Notice”).
Appears in 2 contracts
Samples: Investor Rights Agreement (Sumitomo Chemical Co., Ltd.), Investor Rights Agreement (Urovant Sciences Ltd.)