Common use of Acquisition Issuances Clause in Contracts

Acquisition Issuances. (i) No less than ten (10) calendar days after the issuance and sale of any New Securities for consideration consisting primarily of non-cash consideration, the Company shall notify the Purchaser of the Company's issuance by written dated notice (the "Company's Acquisition Issuance Notice") setting forth the number and type of New Securities, the calculation of the Purchaser's Pro Rata Portion, the Purchase Price, the Warrant Coverage and the Warrant Price as calculated by the Company according to a Black-Scholes Option Pricing Model. For purposes of this subsection (c), the Purchase Price shall be based on the value of the New Securities to be issued in the transaction as provided for in the principal agreement or document governing the transaction (such as an acquisition agreement). If such agreement does not provide a method for determining the value of the New Securities to be issued or there is no such acquisition agreement, the Purchase Price shall be determined based on the Fair Market Value (as defined in Article I hereof) of the New Securities to be issued in the transaction. (ii) Within seven (7) calendar days after receipt by the Purchaser of the Company's Acquisition Issuance Notice, the Purchaser shall notify the Company by written notice (the "Purchaser's Acquisition Issuance Notice") stating whether the Purchaser desires to buy the Purchaser's Pro Rata Portion or any part thereof for the Purchase Price and/or the Warrant, as applicable, for the Warrant Price. (iii) If the Purchaser either (A) does not deliver a Purchaser's Acquisition Issuance Notice within the time specified above or (B) elects in the Purchaser's Acquisition Issuance Notice not to purchase the Purchaser's Pro Rata Portion (or any part thereof) and/or the Warrant (as applicable), the Company shall not be obligated to sell to the Purchaser the Purchaser's Pro Rata Portion or the Warrant. (iv) The Purchaser may, at any time and from time to time, in lieu of purchasing the Purchaser's Pro Rata Portion (or any part thereof) from the Company as permitted under this Section (c), purchase on the open-market such number of shares of Voting Stock as have the equivalent equity interest as such Purchaser's Pro Rata Portion. In order to be entitled to a Warrant pursuant to paragraph (a)(ii)(A) above with respect to any particular issuance of New Securities pursuant to this Section (c), such open market purchases must be made within sixty (60) calendar days from the date of receipt of the Company's Acquisition Issuance Notice. Purchaser may elect to purchase both from the Company and in the open market in its discretion in connection with any equity issuance subject to the Standstill Limit during the Standstill Period.

Acquisition Issuances. (ia) No Until the occurrence of a Standstill Termination Event, no less than ten (10) calendar days 15 Business Days after the issuance and sale of any New Securities in consideration for consideration consisting primarily the acquisition of non-cash considerationa business or assets of a business (a “Business Acquisition Transaction”), the Company shall will notify the Purchaser Sumitovant Bio of the Company's ’s issuance by written dated notice setting forth: (x) the "Company's Acquisition Issuance Notice") setting forth the number number, type and type material terms of New SecuritiesSecurities 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 Purchaser's Pro Rata Portion, number of shares that the Purchase Price, Sumitomo Group would need to acquire to maintain the Warrant Coverage and the Warrant Price as calculated by the Company according to a Black-Scholes Option Pricing Model. For purposes of this subsection (c), the Purchase Price shall be based on the value Sumitomo Group’s Beneficial Ownership percentage of the New Securities Total Current Voting Power immediately prior to be issued in the transaction as provided for in the principal agreement or document governing the transaction such Business Acquisition Transaction (such as an acquisition agreementa “Company Acquisition Issuance Notice”). If such agreement does not provide a method for determining the value of the New Securities to be issued or there is no such acquisition agreement, the Purchase Price shall be determined based on the Fair Market Value (as defined in Article I hereof) of the New Securities to be issued in the transaction. (iib) Within seven (7) calendar days 15 Business Days after receipt by the Purchaser Sumitovant Bio of the Company's Company Acquisition Issuance Notice, the Purchaser shall Sumitovant Bio will notify the Company by written dated notice stating whether or not Sumitovant Bio has made a bona fide determination to acquire Voting Shares or Convertible Securities in open market purchases, or privately negotiated purchases from Disinterested Shareholders to maintain the Sumitomo Group’s Beneficial Ownership percentage of the Total Current Voting Power immediately prior to such Business Acquisition Transaction within the applicable Grace Period relating to the Company Acquisition Issuance Notice (the "Purchaser's “Sumitovant Bio Acquisition Participation Notice”). If Sumitovant Bio fails to deliver a Sumitovant Bio Acquisition Participation Notice within 15 Business Days after the receipt by Sumitovant Bio of the Company Acquisition Issuance Notice relating to such Business Acquisition Transaction, Sumitovant Bio will be deemed to have elected not to maintain the Sumitomo Group’s Beneficial Ownership percentage of the Total Current Voting Power immediately prior to such Business Acquisition Transaction within the applicable Grace Period relating to the Company Acquisition Issuance Notice") stating whether the Purchaser desires to buy the Purchaser's Pro Rata Portion or any part thereof for the Purchase Price and/or the Warrant, as applicable, for the Warrant Price. (iii) If the Purchaser either (A) does not deliver a Purchaser's Acquisition Issuance Notice within the time specified above or (B) elects in the Purchaser's Acquisition Issuance Notice not to purchase the Purchaser's Pro Rata Portion (or any part thereof) and/or the Warrant (as applicable), the Company shall not be obligated to sell to the Purchaser the Purchaser's Pro Rata Portion or the Warrant. (iv) The Purchaser may, at any time and from time to time, in lieu of purchasing the Purchaser's Pro Rata Portion (or any part thereof) from the Company as permitted under this Section (c), purchase on the open-market such number of shares of Voting Stock as have the equivalent equity interest as such Purchaser's Pro Rata Portion. In order to be entitled to a Warrant pursuant to paragraph (a)(ii)(A) above with respect to any particular issuance of New Securities pursuant to this Section (c), such open market purchases must be made within sixty (60) calendar days from the date of receipt of the Company's Acquisition Issuance Notice. Purchaser may elect to purchase both from the Company and in the open market in its discretion in connection with any equity issuance subject to the Standstill Limit during the Standstill Period.

Acquisition Issuances. (ia) No At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold, no less than ten (10) calendar days 15 Business Days after the issuance and sale of any New Securities in consideration for consideration consisting primarily the acquisition of non-cash considerationa business or assets of a business (a “Business Acquisition Transaction”), the Company shall will notify the Purchaser Sumitovant Bio of the Company's ’s issuance by written dated notice setting forth: (x) the "Company's Acquisition Issuance Notice") setting forth the number number, type and type material terms of New SecuritiesSecurities 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 Purchaser's Pro Rata Portion, number of shares that the Purchase Price, Sumitomo Group would need to acquire to maintain the Warrant Coverage and the Warrant Price as calculated by the Company according to a Black-Scholes Option Pricing Model. For purposes of this subsection (c), the Purchase Price shall be based on the value Sumitomo Group’s Beneficial Ownership percentage of the New Securities Total Current Voting Power immediately prior to be issued in the transaction as provided for in the principal agreement or document governing the transaction such Business Acquisition Transaction (such as an acquisition agreementa “Company Acquisition Issuance Notice”). If such agreement does not provide a method for determining the value of the New Securities to be issued or there is no such acquisition agreement, the Purchase Price shall be determined based on the Fair Market Value (as defined in Article I hereof) of the New Securities to be issued in the transaction. (iib) Within seven (7) calendar days 15 Business Days after receipt by the Purchaser Sumitovant Bio of the Company's Company Acquisition Issuance Notice, the Purchaser shall Sumitovant Bio will notify the Company by written dated notice stating whether or not Sumitovant Bio has made a bona fide determination to acquire Voting Shares or Convertible Securities in open market purchases, or privately negotiated purchases from Disinterested Shareholders to maintain the Sumitomo Group’s Beneficial Ownership percentage of the Total Current Voting Power immediately prior to such Business Acquisition Transaction within the applicable Grace Period relating to the Company Acquisition Issuance Notice (the "Purchaser's “Sumitovant Bio Acquisition Participation Notice”). If Sumitovant Bio fails to deliver a Sumitovant Bio Acquisition Participation Notice within 15 Business Days after the receipt by Sumitovant Bio of the Company Acquisition Issuance Notice relating to such Business Acquisition Transaction, Sumitovant Bio will be deemed to have elected not to maintain the Sumitomo Group’s Beneficial Ownership percentage of the Total Current Voting Power immediately prior to such Business Acquisition Transaction within the applicable Grace Period relating to the Company Acquisition Issuance Notice") stating whether the Purchaser desires to buy the Purchaser's Pro Rata Portion or any part thereof for the Purchase Price and/or the Warrant, as applicable, for the Warrant Price. (iii) If the Purchaser either (A) does not deliver a Purchaser's Acquisition Issuance Notice within the time specified above or (B) elects in the Purchaser's Acquisition Issuance Notice not to purchase the Purchaser's Pro Rata Portion (or any part thereof) and/or the Warrant (as applicable), the Company shall not be obligated to sell to the Purchaser the Purchaser's Pro Rata Portion or the Warrant. (iv) The Purchaser may, at any time and from time to time, in lieu of purchasing the Purchaser's Pro Rata Portion (or any part thereof) from the Company as permitted under this Section (c), purchase on the open-market such number of shares of Voting Stock as have the equivalent equity interest as such Purchaser's Pro Rata Portion. In order to be entitled to a Warrant pursuant to paragraph (a)(ii)(A) above with respect to any particular issuance of New Securities pursuant to this Section (c), such open market purchases must be made within sixty (60) calendar days from the date of receipt of the Company's Acquisition Issuance Notice. Purchaser may elect to purchase both from the Company and in the open market in its discretion in connection with any equity issuance subject to the Standstill Limit during the Standstill Period.

Acquisition Issuances. (i) No less than ten fifteen (1015) calendar days Business Days after the issuance and sale of any New Securities in consideration for consideration consisting primarily a business or assets of non-cash considerationa business (a “Business Acquisition Transaction”), the Company shall notify the Purchaser Terra of the Company's ’s issuance by written dated notice setting forth: (x) the "Company's 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 Terra’s estimated Applicable Right to Maintain Percentage of such New Securities (on the basis of information filed by members of the Terra Group with the SEC) (a “Company Acquisition Issuance Notice") setting forth the number and type of New Securities, the calculation of the Purchaser's Pro Rata Portion, the Purchase Price, the Warrant Coverage and the Warrant Price as calculated by the Company according to a Black-Scholes Option Pricing Model. For purposes of this subsection (c”), the Purchase Price shall be based on the value of the New Securities to be issued in the transaction as provided for in the principal agreement or document governing the transaction (such as an acquisition agreement). If such agreement does not provide a method for determining the value of the New Securities to be issued or there is no such acquisition agreement, the Purchase Price shall be determined based on the Fair Market Value (as defined in Article I hereof) of the New Securities to be issued in the transaction. (ii) Within seven fifteen (715) calendar days Business Days after receipt by the Purchaser Terra of the Company's Company Acquisition Issuance Notice, the Purchaser Terra shall notify the Company by written dated notice stating whether or not Terra has made a bona fide determination to acquire Voting Stock or Convertible Securities in open market purchases, or privately negotiated purchases from Disinterested Stockholders, so as to satisfy any portion of Terra’s Applicable Right to Maintain Percentage within the applicable Grace Period relating to the Company Acquisition Issuance Notice (the "Purchaser's “Terra Acquisition Issuance Notice"”). If Terra fails to deliver a Terra Acquisition Issuance Notice within fifteen (15) stating whether Business Days after the Purchaser desires receipt by Terra of the Company Acquisition Issuance Notice relating to buy the Purchaser's Pro Rata Portion or such Business Acquisition Transaction, Terra shall be deemed to have elected not to satisfy any part thereof for the Purchase Price and/or the Warrant, as applicable, for the Warrant Priceportion of its Applicable Right to Maintain Percentage with respect to such Business Acquisition Transaction. (iii) If at any time Terra has determined to reduce the Purchaser either (A) does not shares of Voting Stock or Convertible Securities that were the subject of a Terra Acquisition Issuance Notice, Terra shall as promptly as practicable deliver a Purchaser's to the Company an amended Terra Acquisition Issuance Notice within stating the time specified above or (B) elects in the Purchaser's Acquisition Issuance Notice not to purchase the Purchaser's Pro Rata Portion (or any part thereof) and/or the Warrant (as applicable), the Company shall not be obligated to sell to the Purchaser the Purchaser's Pro Rata Portion or the Warrant. (iv) The Purchaser may, at any time and from time to time, in lieu of purchasing the Purchaser's Pro Rata Portion (or any part thereof) from the Company as permitted under this Section (c), purchase on the open-market such lower number of shares of Voting Stock as have or Convertible Securities for which Terra has made a bona fide determination to acquire in open market purchases, or privately negotiated purchases from Disinterested Stockholders, within the equivalent equity interest as applicable Grace Period relating to the Company Acquisition Issuance Notice and only such Purchaser's Pro Rata Portion. In order lower number of shares of Voting Stock or Convertible Securities, if any, shall be deemed to be entitled subject to a Warrant pursuant to paragraph (a)(ii)(A) above with respect to any particular issuance of New Securities pursuant to this Section (c), such open market purchases must be made within sixty (60) calendar days from the date of receipt of the Company's Terra Acquisition Issuance Notice. Purchaser may elect to purchase both from the Company and in the open market in its discretion in connection with any equity issuance subject to the Standstill Limit during the Standstill Period.