Future Securities Issuances. The Company hereby agrees that until the Company consummates an Initial Business Combination, it shall not issue any Common Stock or any options or other securities convertible into or exercisable for Common Stock, or any preferred shares of the Company which participate in any manner in the Trust Fund or which vote as a class with the Common Stock on an Initial Business Combination.
Future Securities Issuances. In the event a Regulated --------------------------- Investor has the right to acquire any securities of the Company (as the result of a preemptive offer, pro rata offer or otherwise), at such Regulated Investor's request the Company will offer to sell to such Regulated Investor non-voting securities on the same terms as would have existed had such Regulated Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to Section 5.22.1. The Company shall grant to any subsequent holder of Investor Securities originally acquired by any Investor, upon such Person's request, the same rights granted to the Regulated Investors pursuant to this Section 5.22. In the event that any Subsidiary of the Company ever offers to sell any of its securities, then the Company will cause such Subsidiary to enter into agreements with the Regulated Investors substantially similar to this Section 5.22.
Future Securities Issuances. For a period of fifteen (15) months following the date hereof, the Company grants to the Major Stockholders the right to purchase up to their Pro Rata Share (as defined below) of newly issued securities in a bona fide financing transaction (“New Securities”), in an amount not to exceed an aggregate of 30% of the New Securities issued in such financing transaction at the same price per New Security as other investors in such financing transaction; provided, that such right shall expire as to a Major Stockholder following the closing of the financing in which such right is exercised by such Major Stockholder. The Company shall provide notice of a potential financing transaction at least two Business Days prior to the entry into any agreement regarding the issuance of the New Securities. For purposes of this Section 4.11 only, each Major Stockholder’s “Pro Rata Share” is the ratio of the total number of Units that were originally acquired by the Major Stockholder pursuant to this Agreement in proportion to the total number of Units sold to all Investors pursuant to this Agreement.
Future Securities Issuances. (a) The Company hereby grants to the Investor the right to purchase up to its Pro Rata Share (as defined below) of all newly-issued equity securities of the Company, whether or not currently authorized, as well as newly-issued rights, options, or warrants to purchase such equity securities, or newly-issued securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (the “New Securities”) that the Company may, from time to time, propose to offer, sell as part of a bona fide financing transaction for capital raising purposes during the Standstill Term, either as part of the same offering or in a concurrent private placement to the extent required by applicable securities laws, at a price per Ordinary Share or ADS no greater than the price per New Security in such bona fide financing transaction (a “Financing Transaction”). The Investor’s “Pro Rata Share” is expressed as a fraction, the numerator of which is the number of Ordinary Shares, which were originally acquired pursuant to the Purchase Agreement, held, directly or indirectly, by the Investor (including Ordinary Shares in the form of ADSs and Ordinary Shares issued or issuable upon the exercise, transfer or conversion of all securities exercisable for or convertible into Ordinary Shares held by the Investor) on the date of the Offer Notice (as defined below), and (ii) the denominator of which is the number of Ordinary Shares outstanding on the date of the Offer Notice, assuming for this purpose conversion or exercise of all securities convertible into or exercisable for Ordinary Shares held by the Investor.
Future Securities Issuances. In the event the Investor has --------------------------- the right to acquire any securities of the Company (as the result of a preemptive offer, pro rata offer or otherwise), at the Investor's request the Company will offer to sell to the Investor non-voting securities on the same terms as would have existed had the Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to Section 5.21.1. The Company shall grant to any subsequent holder of Investor Securities originally acquired by any Investor, upon such Person's request, the same rights granted to the Investor pursuant to this Section 5.21. In the event that any Subsidiary of the Company ever offers to sell any of its securities, then the Company will cause such Subsidiary to enter into agreements with the Investor substantially similar to this Section 5.21.
Future Securities Issuances. With respect to any equity securities or securities convertible into equity securities issued by the Company to any person after the date hereof, in the event the Company issues any such additional securities entitling the holder thereof to rights, preferences, privileges or other terms and conditions more favorable to such holder than those applicable to Xencor with respect to the Shares, then the Company shall take any and all action necessary or appropriate in order to amend its Articles of Incorporation or other governing or charter documents, this Agreement and/or the Voting Agreement, as applicable, in order to provide substantially the same or similar rights, preferences, privileges and other terms and conditions to Xencor with respect to the Shares. The rights provided to Xencor pursuant to this Section 10 shall terminate upon a Qualified Offering.
