Common use of Other Issuances Clause in Contracts

Other Issuances. At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold and until the occurrence of a Standstill Termination Event, following any issuance of New Securities that are not the subject of a Company’s Financing Issuance Notice or a Company’s Acquisition Issuance Notice (a “Company Other Issuance”), the Company shall promptly (but shall not be required to do so more frequently than monthly) notify Sumitovant Bio of such issuance. Following receipt of such notification Sumitovant Bio may (i) subject to Article V, directly or indirectly acquire Common Shares through open market purchases (which may be pursuant to a trading plan under Rule 10b5-1 promulgated by the SEC under the Securities Act) or privately negotiated purchases from Disinterested Shareholders, or (ii) if Sumitovant Bio is prohibited by Law from acquiring such Common Shares through open market purchases, or is prevented by market conditions from acquiring all of such shares after reasonable efforts expended over a two week period, and in either such case provides a certification of an officer of Sumitovant Bio to the Company of such effect, then Sumitovant Bio may purchase Common Shares from the Company. The number Common Shares that Sumitovant Bio may purchase from the Company pursuant to (ii) above is limited to the number that, together with any Common Shares purchased pursuant to (i) above, results in the Sumitomo Group Beneficially Owning Common Shares of the Company that constitute a percentage of the Total Current Voting Power held by the Sumitomo Group immediately after such acquisition that does not exceed the percentage of the Total Current Voting Power held by the Sumitomo Group immediately prior to such Company Other Issuance. Any such purchases of Common Shares from the Company pursuant to (ii) above shall occur no more frequently than quarterly at mutually satisfactory times and be effected at a cash purchase price per Common Share equal to the greater of (A) Fair Market Value per Common Share and (B) such minimum purchase price per Common Share as may be required by NYSE rules or Law.

Other Issuances. At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold and until the occurrence (a) If at any time Newco issues a share of a Standstill Termination Event, following Class A Common Stock or any issuance other class or series of New Equity Securities that are not the subject of a Company’s Financing Issuance Notice Newco (other than (x) shares of Class B Common Stock or a Company’s Acquisition Issuance Notice (a “Company Other Issuance”y) shares of Class A Common Stock under an Incentive Plan), (i) the net proceeds received by Newco with respect to the share of Class A Common Stock or such other Equity Securities, if any, will be paid or transferred by Newco to the Company (through the Newco Group Members), and (ii) the Company shall promptly issue to the Newco Group Members a number of Common Units equal to the inverse of the Exchange Rate registered in the name of the Newco Group Members for each share of Class A Common Stock (but or, with respect to any issuance by Newco of Equity Securities other than Class A Common Stock, one Unit that is substantially equivalent to the Equity Securities issued by Newco) issued by Newco pursuant to the foregoing clause (i); provided, however, that if Newco issues any Equity Securities in order to purchase or fund the purchase from another Member of Units (and Class B Common Stock), then the Company shall not issue any new Units in connection therewith and Newco shall not be required to do so more frequently than monthly) notify Sumitovant Bio indirectly transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such other Member as consideration for such purchase). This Section 3.04 shall not apply to the issuance and distribution to holders of shares of Newco common stock or rights to purchase Equity Securities of Newco under a “poison pill” or similar shareholder rights plan (it being understood that upon exchange of Paired Interests for Class A Common Stock pursuant to the Exchange Agreement, such Class A Common Stock would be issued together with a corresponding right), but shall apply to the issuance of Class A Common Stock in connection with the exercise or settlement of such issuancerights, warrants, options or other rights or property. (b) The Company hereby grants to Newco Group Members the right to purchase additional Common Units from the Company with cash existing at Newco. Following receipt If a Newco Group Member exercises its right to purchase additional Common Units pursuant to this Section 3.04(b), the GE Group Members shall have the right to purchase, for every one Common Unit purchased by the Newco Group Member under this Section 3.04(b), such number of additional Common Units as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units as they held immediately prior to such purchase by the Newco Group Member pursuant to this Section 3.04(b). The Newco Group Member purchasing Common Units shall give written notice of such notification Sumitovant Bio may purchase of additional Common Units to the GE Group Members no less than ten (10) Business Days prior to the date of the purchase and shall include the number of additional Common Units to be purchased and the purchase date, which shall also be the date, if any, on which the GE Group Members purchase additional Common Units under this Section 3.04(b); provided that, in the event that a Newco Group Member receives a Notice of Exchange at a time when the Cash Balances are less than the Maximum Cash Amount, a Newco Group Member may, at its election, purchase additional Common Units on the date it receives such Notice of Exchange, and the GE Group Members shall have ten (10) Business Days following such a purchase to determine whether to make a corresponding purchase of Common Units pursuant to this Section 3.04(b). The purchase price payable by the Newco Group Member (or each of the Newco Group Member and GE Group Members, as applicable) for each such Common Unit shall be equal to the product of (i) subject to Article V, directly the closing price of the Class A Common Stock on the NYSE (or indirectly acquire any successor exchange on which the Class A Common Shares through open market purchases (which Stock may be listed) (“Closing Price”) on the purchase date pursuant to a trading plan under Rule 10b5-1 promulgated this Section 3.04(b), multiplied by the SEC under the Securities Act) or privately negotiated purchases from Disinterested Shareholders, or (ii) if Sumitovant Bio is prohibited by Law from acquiring such the Exchange Rate immediately prior to the Newco Group Member’s (or each of the Newco Group Member’s and GE Group Members’, as applicable) purchase of Common Shares through open market purchasesUnits pursuant to this Section 3.04(b). (c) If, pursuant to Section 2.01(c)(2) or Section 2.01(c)(3) of the Exchange Agreement, an Unpaid BHI Sharing Amount, or Sharing Amount or Sharing Payment due to a Newco Group Member is prevented by market conditions from acquiring all of such shares after reasonable efforts expended over a two week perioddeemed contributed to Newco LLC as payment for Common Units, and in either such case provides a certification of an officer of Sumitovant Bio to then the Company shall issue a number of Common Units to such effect, then Sumitovant Bio may purchase Common Shares from the Company. The number Common Shares that Sumitovant Bio may purchase from the Company pursuant to (ii) above is limited to the number that, together with any Common Shares purchased pursuant Newco Group Member equal to (i) abovethe Unpaid BHI Sharing Amount, results in or Sharing Amount or Sharing Payment, as applicable, divided by (ii) the Sumitomo Group Beneficially Owning Common Shares product of (x) the Closing Price on the date of the Company that constitute a percentage Newco Group Member’s acquisition of Common Units pursuant to this Section 3.04(c) and (y) the Total Current Voting Power held by the Sumitomo Group immediately after such acquisition that does not exceed the percentage of the Total Current Voting Power held by the Sumitomo Group Exchange Rate immediately prior to such Company Other Issuance. Any such purchases Newco Group Member’s acquisition of Common Shares Units pursuant to this Section 3.04(c). If a Newco Group Member acquires Common Units pursuant to this Section 3.04(c), GE Group Members shall have the right to purchase, for every one Common Unit acquired by the Newco Group Member under this Section 3.04(c), such number of additional Common Units as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units as they held immediately prior to such purchase by Newco pursuant to this Section 3.04(c). When the GE Group Member provides its Notice of Exchange (as defined in the Exchange Agreement) and such notice is subject to Section 2.01(c)(2) or Section 2.01(c)(3) of the Exchange Agreement, the GE Group Member shall also provide notice of whether it will be exercising its right to purchase additional Common Units. If a Newco Group Member receives Common Units as a result of a deemed contribution pursuant to Section 2.01(c)(2) of the Exchange Agreement, the issuance of such Common Units and any Common Units resulting from the Company exercise by a GE Group Member of its right to purchase additional Common Units in its Notice of Exchange pursuant to (iithis Section 3.04(c) above shall occur no more frequently than quarterly at mutually satisfactory times five (5) Business Days after such Notice of Exchange was provided. If a Newco Group Member receives Common Units as a result of a deemed contribution provided for by Section 2.01(c)(3) of the Exchange Agreement, the issuance of such Common Units and be effected at any Common Units resulting from the exercise by a cash GE Group Member of its right to purchase price per additional Common Share equal Units in its Notice of Exchange pursuant to this Section 3.04(c) shall occur five (5) Business Days after the greater determination under Section 2.01(c)(3)(A) of (A) Fair Market Value per Common Share and (B) such minimum purchase price per Common Share as may be required by NYSE rules or Lawthe Exchange Agreement was made.

Other Issuances. At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold and until the occurrence If at any time Newco issues a share of a Standstill Termination Event, following Class A Common Stock or any issuance other class or series of New Equity Securities that are not the subject of a Company’s Financing Issuance Notice Newco (other than (x) shares of Class B Common Stock or a Company’s Acquisition Issuance Notice (a “Company Other Issuance”y) shares of Class A Common Stock under an Incentive Plan), (i) the net proceeds received by Newco with respect to the share of Class A Common Stock or such other Equity Securities, if any, will be paid or transferred by Newco to the Company, and (ii) the Company shall promptly issue to Newco one Common Unit registered in the name of Newco for each share of Class A Common Stock (but or, with respect to any issuance by Newco of Equity Securities other than Class A Common Stock, one Unit that is substantially equivalent to the Equity Securities issued by Newco) issued by Newco pursuant to the foregoing clause (i); provided, however, that if Newco issues any Equity Securities in order to purchase or fund the purchase from another Member of Units (and Class B Common Stock), then the Company shall not issue any new Units in connection therewith and Newco shall not be required to do so more frequently than monthly) notify Sumitovant Bio of transfer such issuance. Following receipt of such notification Sumitovant Bio may (i) subject to Article V, directly or indirectly acquire Common Shares through open market purchases (which may be pursuant to a trading plan under Rule 10b5-1 promulgated by the SEC under the Securities Act) or privately negotiated purchases from Disinterested Shareholders, or (ii) if Sumitovant Bio is prohibited by Law from acquiring such Common Shares through open market purchases, or is prevented by market conditions from acquiring all of such shares after reasonable efforts expended over a two week period, and in either such case provides a certification of an officer of Sumitovant Bio net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such other Member as consideration for such purchase). This Section 3.04 shall not apply to the issuance and distribution to holders of shares of Newco common stock or rights to purchase Equity Securities of Newco under a “poison pill” or similar shareholder rights plan (it being understood that upon exchange of Paired Interests for Class A Common Stock pursuant to the Exchange Agreement, such Class A Common Stock would be issued together with a corresponding right), but shall apply to the issuance of Class A Common Stock in connection with the exercise or settlement of such effectrights, then Sumitovant Bio may purchase Common Shares from the Company. The number Common Shares that Sumitovant Bio may purchase from the Company pursuant to (ii) above is limited to the number thatwarrants, together with any Common Shares purchased pursuant to (i) above, results in the Sumitomo Group Beneficially Owning Common Shares of the Company that constitute a percentage of the Total Current Voting Power held by the Sumitomo Group immediately after such acquisition that does not exceed the percentage of the Total Current Voting Power held by the Sumitomo Group immediately prior to such Company Other Issuance. Any such purchases of Common Shares from the Company pursuant to (ii) above shall occur no more frequently than quarterly at mutually satisfactory times and be effected at a cash purchase price per Common Share equal to the greater of (A) Fair Market Value per Common Share and (B) such minimum purchase price per Common Share as may be required by NYSE rules options or Lawother rights or property.

Other Issuances. At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold and until the occurrence of a Standstill Termination Event, following any issuance of New Securities that are not the subject of a Company’s Financing Issuance Notice or a Company’s Acquisition Issuance Notice (a “Company Other Issuance”), the Company shall promptly (but shall not be required to do so more frequently than monthly) notify Sumitovant Bio of such issuance. Following receipt of such notification Sumitovant Bio may (i) At the Effective Time, Parent shall issue to BBHC (as defined in Section 3.11) the number of validly issued, fully paid and non-assessable shares of Parent Common Stock (rounded to the nearest whole share) equal to the quotient obtained by dividing the BBHC Fee by the Parent Share Price. (ii) At the Effective Time, subject to Article Vthe written direction of the LPC Holders' Agent (as defined in Section 8.9) prior to the filing of the Registration Statement, directly or indirectly acquire Parent shall issue to LII the number of validly issued, fully paid and non-assessable shares of Parent Common Shares through open market purchases Stock (which may rounded to the nearest whole share) as shall be directed by the LPC Holders' Agent, provided that the maximum number of shares to be issued to LII shall not exceed 27,273 shares of the shares otherwise issuable to the Shareholders hereunder. In the event the LPC Agent does not direct Parent to issue such shares, no deduction shall be made pursuant to a trading plan under Rule 10b5-1 promulgated Section 1.6(a)(u) above. In the absence of any direction by the SEC under LPC Holders' Agent, no shares shall be issued to LII. (iii) At the Securities ActEffective Time, at the option of the respective Shareholder Lenders exercisable in writing prior to the filing of the Registration Statement, Parent shall issue to each Shareholder Lender cash in the amount of LPC's debt to such Shareholder Lender set forth on Schedule 3.22 hereof (the "Holder Debt") or privately negotiated purchases from Disinterested Shareholdersthe number of validly issued, fully paid and non-assessable shares of Parent Common Stock (rounded to the nearest whole share) equal to the quotient obtained by dividing the Holder Debt to such Shareholder Lender by the Parent Share Price. In the absence of any such written election by a Shareholder Lender prior to the filing of the Registration Statement, the Parent shall provide cash to such Shareholder Lender in satisfaction of the Holder Debt. (iv) Notwithstanding anything in this Agreement to the contrary, no shares of Parent Common Stock issued pursuant to Section 1.6(c)(i) or (ii), respectively, shall be registered pursuant to the Registration Statement unless BBHC, in the case of Section 1.6(c)(i) or LII, in the case of Section 1.6(c)(ii), shall have agreed to comply in writing prior to the filing of the Registration Statement and have complied with the provisions of Section 6.13 and Exhibit J hereof as if Sumitovant Bio is prohibited by Law from acquiring such Common Shares through open market purchases, or is prevented by market conditions from acquiring all parties were LPC Holders hereunder. In the event of such shares after reasonable efforts expended over a two week periodagreement, each of BBHC and LPC shall be considered an "LPC Holder" solely for the purposes of said section and Exhibit. (v) Notwithstanding anything in either such case provides a certification of an officer of Sumitovant Bio this Agreement to the Company of such effectcontrary, then Sumitovant Bio may purchase Common Shares from it shall be solely the Company. The number Common Shares that Sumitovant Bio may purchase from the Company pursuant to (ii) above is limited to the number that, together with any Common Shares purchased pursuant to (i) above, results in the Sumitomo Group Beneficially Owning Common Shares obligation of the Company that constitute a percentage of LPC Holders to fulfill the Total Current Voting Power held obligations to LII with respect to any fee or other compensation due to LII in connection with the transactions contemplated by the Sumitomo Group immediately after such acquisition that does not exceed the percentage of the Total Current Voting Power held by the Sumitomo Group immediately prior to such Company Other Issuance. Any such purchases of Common Shares from the Company pursuant to (ii) above shall occur no more frequently than quarterly at mutually satisfactory times and be effected at a cash purchase price per Common Share equal to the greater of (A) Fair Market Value per Common Share and (B) such minimum purchase price per Common Share as may be required by NYSE rules or Lawthis Agreement.

Other Issuances. At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold and until the occurrence (a) If at any time Newco issues a share of a Standstill Termination Event, following Class A Common Stock or any issuance other class or series of New Equity Securities that are not the subject of a Company’s Financing Issuance Notice Newco (other than (x) shares of Class B Common Stock or a Company’s Acquisition Issuance Notice (a “Company Other Issuance”y) shares of Class A Common Stock under an Incentive Plan), (i) the net proceeds received by Newco with respect to the share of Class A Common Stock or such other Equity Securities, if any, will be paid or transferred by Newco to the Company (through the Newco Group Members), and (ii) the Company shall promptly issue to the Newco Group Members a number of Common Units equal to the inverse of the Exchange Rate registered in the name of the Newco Group Members for each share of Class A Common Stock (but or, with respect to any issuance by Newco of Equity Securities other than Class A Common Stock, one Unit that is substantially equivalent to the Equity Securities issued by Newco) issued by Newco pursuant to the foregoing clause (i); provided, however, that if Newco issues any Equity Securities in order to purchase or fund the purchase from another Member of Units (and Class B Common Stock), then the Company shall not issue any new Units in connection therewith and Newco shall not be required to do so more frequently than monthly) notify Sumitovant Bio indirectly transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such other Member as consideration for such purchase). This ‎Section 3.04 shall not apply to the issuance and distribution to holders of shares of Newco common stock or rights to purchase Equity Securities of Newco under a “poison pill” or similar shareholder rights plan (it being understood that upon exchange of Paired Interests for Class A Common Stock pursuant to the Exchange Agreement, such Class A Common Stock would be issued together with a corresponding right), but shall apply to the issuance of Class A Common Stock in connection with the exercise or settlement of such issuancerights, warrants, options or other rights or property. (b) The Company hereby grants to Newco Group Members the right to purchase additional Common Units from the Company with cash existing at Newco. Following receipt If a Newco Group Member exercises its right to purchase additional Common Units pursuant to this ‎Section 3.04(b), the GE Group Members shall have the right to purchase, for every one Common Unit purchased by the Newco Group Member under this ‎Section 3.04(b), such number of additional Common Units as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units as they held immediately prior to such purchase by the Newco Group Member pursuant to this ‎Section 3.04(b). The Newco Group Member purchasing Common Units shall give written notice of such notification Sumitovant Bio may purchase of additional Common Units to the GE Group Members no less than ten (10) Business Days prior to the date of the purchase and shall include the number of additional Common Units to be purchased and the purchase date, which shall also be the date, if any, on which the GE Group Members purchase additional Common Units under this ‎Section 3.04(b); provided that, in the event that a Newco Group Member receives a Notice of Exchange at a time when the Cash Balances are less than the Maximum Cash Amount, a Newco Group Member may, at its election, purchase additional Common Units on the date it receives such Notice of Exchange, and the GE Group Members shall have ten (10) Business Days following such a purchase to determine whether to make a corresponding purchase of Common Units pursuant to this ‎Section 3.04(b). The purchase price payable by the Newco Group Member (or each of the Newco Group Member and GE Group Members, as applicable) for each such Common Unit shall be equal to the product of (i) subject to Article V, directly the closing price of the Class A Common Stock on the NYSE (or indirectly acquire any successor exchange on which the Class A Common Shares through open market purchases (which Stock may be listed) (“Closing Price”) on the purchase date pursuant to a trading plan under Rule 10b5-1 promulgated this ‎Section 3.04(b), multiplied by the SEC under the Securities Act) or privately negotiated purchases from Disinterested Shareholders, or (ii) if Sumitovant Bio is prohibited by Law from acquiring such the Exchange Rate immediately prior to the Newco Group Member’s (or each of the Newco Group Member’s and GE Group Members’, as applicable) purchase of Common Shares through open market purchasesUnits pursuant to this ‎Section 3.04(b). (c) If, pursuant to Section 2.01(c)(2) or Section 2.01(c)(3) of the Exchange Agreement, an Unpaid BHI Sharing Amount, or Sharing Amount or Sharing Payment due to a Newco Group Member is prevented by market conditions from acquiring all of such shares after reasonable efforts expended over a two week perioddeemed contributed to Newco LLC as payment for Common Units, and in either such case provides a certification of an officer of Sumitovant Bio to then the Company shall issue a number of Common Units to such effect, then Sumitovant Bio may purchase Common Shares from the Company. The number Common Shares that Sumitovant Bio may purchase from the Company pursuant to (ii) above is limited to the number that, together with any Common Shares purchased pursuant Newco Group Member equal to (i) abovethe Unpaid BHI Sharing Amount, results in or Sharing Amount or Sharing Payment, as applicable, divided by (ii) the Sumitomo Group Beneficially Owning Common Shares product of (x) the Closing Price on the date of the Company that constitute a percentage Newco Group Member’s acquisition of Common Units pursuant to this ‎Section 3.04(c) and (y) the Total Current Voting Power held by the Sumitomo Group immediately after such acquisition that does not exceed the percentage of the Total Current Voting Power held by the Sumitomo Group Exchange Rate immediately prior to such Company Other Issuance. Any such purchases Newco Group Member’s acquisition of Common Shares Units pursuant to this ‎Section 3.04(c). If a Newco Group Member acquires Common Units pursuant to this ‎Section 3.04(c), GE Group Members shall have the right to purchase, for every one Common Unit acquired by the Newco Group Member under this ‎Section 3.04(c), such number of additional Common Units as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units as they held immediately prior to such purchase by Newco pursuant to this Section 3.04(c)‎. When the GE Group Member provides its Notice of Exchange (as defined in the Exchange Agreement) and such notice is subject to Section 2.01(c)(2) or Section 2.01(c)(3) of the Exchange Agreement, the GE Group Member shall also provide notice of whether it will be exercising its right to purchase additional Common Units. If a Newco Group Member receives Common Units as a result of a deemed contribution pursuant to Section 2.01(c)(2) of the Exchange Agreement, the issuance of such Common Units and any Common Units resulting from the Company exercise by a GE Group Member of its right to purchase additional Common Units in its Notice of Exchange pursuant to (iithis ‎Section 3.04(c) above shall occur no more frequently than quarterly at mutually satisfactory times five (5) Business Days after such Notice of Exchange was provided. If a Newco Group Member receives Common Units as a result of a deemed contribution provided for by Section 2.01(c)(3) of the Exchange Agreement, the issuance of such Common Units and be effected at any Common Units resulting from the exercise by a cash GE Group Member of its right to purchase price per additional Common Share equal Units in its Notice of Exchange pursuant to this Section 3.04(c) shall occur five (5) Business Days after the greater determination under Section 2.01(c)(3)(A) of (A) Fair Market Value per Common Share and (B) such minimum purchase price per Common Share as may be required by NYSE rules or Lawthe Exchange Agreement was made.

Other Issuances. At all times that the Entities within the Sumitomo Group satisfy the Voting Threshold and until the occurrence (a) If at any time Newco issues a share of a Standstill Termination Event, following Class A Common Stock or any issuance other class or series of New Equity Securities that are not the subject of a Company’s Financing Issuance Notice Newco (other than (x) shares of Class B Common Stock or a Company’s Acquisition Issuance Notice (a “Company Other Issuance”y) shares of Class A Common Stock under an Incentive Plan), (i) the net proceeds received by Newco with respect to the share of Class A Common Stock or such other Equity Securities, if any, will be paid or transferred by Newco to the Company (through the Newco Group Members), and (ii) the Company shall promptly issue to the Newco Group Members a number of Common Units equal to the inverse of the Exchange Rate registered in the name of the Newco Group Members for each share of Class A Common Stock (but or, with respect to any issuance by Newco of Equity Securities other than Class A Common Stock, one Unit that is substantially equivalent to the Equity Securities issued by Newco) issued by Newco pursuant to the foregoing clause (i); provided, however, that if Newco issues any Equity Securities in order to purchase or fund the purchase from another Member of Units (and Class B Common Stock), then the Company shall not issue any new Units in connection therewith and Newco shall not be required to do so more frequently than monthly) notify Sumitovant Bio indirectly transfer such net proceeds to the Company (it being understood that such net proceeds shall instead be transferred to such other Member as consideration for such purchase). This ‎Section 3.04 shall not apply to the issuance and distribution to holders of shares of Newco common stock or rights to purchase Equity Securities of Newco under a “poison pill” or similar shareholder rights plan (it being understood that upon exchange of Paired Interests for Class A Common Stock pursuant to the Exchange Agreement, such Class A Common Stock would be issued together with a corresponding right), but shall apply to the issuance of Class A Common Stock in connection with the exercise or settlement of such issuancerights, warrants, options or other rights or property. (b) The Company hereby grants to Newco Group Members the right to purchase additional Common Units from the Company with cash existing at Newco. Following receipt If a Newco Group Member exercises its right to purchase additional Common Units pursuant to this ‎Section 3.04‎(b), the GE Group Members shall have the right to purchase, for every one Common Unit purchased by the Newco Group Member under this ‎Section 3.04‎(b), such number of additional Common Units as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units as they held immediately prior to such purchase by the Newco Group Member pursuant to this ‎Section 3.04‎(b). The Newco Group Member purchasing Common Units shall give written notice of such notification Sumitovant Bio may purchase of additional Common Units to the GE Group Members no less than ten (10) Business Days prior to the date of the purchase and shall include the number of additional Common Units to be purchased and the purchase date, which shall also be the date, if any, on which the GE Group Members purchase additional Common Units under this ‎Section 3.04‎(b); provided that, in the event that a Newco Group Member receives a Notice of Exchange at a time when the Cash Balances are less than the Maximum Cash Amount, a Newco Group Member may, at its election, purchase additional Common Units on the date it receives such Notice of Exchange, and the GE Group Members shall have ten (10) Business Days following such a purchase to determine whether to make a corresponding purchase of Common Units pursuant to this ‎Section 3.04‎(b). The purchase price payable by the Newco Group Member (or each of the Newco Group Member and GE Group Members, as applicable) for each such Common Unit shall be equal to the product of (i) subject to Article V, directly the closing price of the Class A Common Stock on the NYSE (or indirectly acquire any successor exchange on which the Class A Common Shares through open market purchases (which Stock may be listed) (“Closing Price”) on the purchase date pursuant to a trading plan under Rule 10b5-1 promulgated this ‎Section 3.04‎(b), multiplied by the SEC under the Securities Act) or privately negotiated purchases from Disinterested Shareholders, or (ii) if Sumitovant Bio is prohibited by Law from acquiring such the Exchange Rate immediately prior to the Newco Group Member’s (or each of the Newco Group Member’s and GE Group Members’, as applicable) purchase of Common Shares through open market purchasesUnits pursuant to this ‎Section 3.04‎(b). (c) If, pursuant to Section 2.01(c)(2) or Section 2.01(c)(3) of the Exchange Agreement, an Unpaid BHI Sharing Amount, or Sharing Amount or Sharing Payment due to a Newco Group Member is prevented by market conditions from acquiring all of such shares after reasonable efforts expended over a two week perioddeemed contributed to Newco LLC as payment for Common Units, and in either such case provides a certification of an officer of Sumitovant Bio to then the Company shall issue a number of Common Units to such effect, then Sumitovant Bio may purchase Common Shares from the Company. The number Common Shares that Sumitovant Bio may purchase from the Company pursuant to (ii) above is limited to the number that, together with any Common Shares purchased pursuant Newco Group Member equal to (i) abovethe Unpaid BHI Sharing Amount, results in or Sharing Amount or Sharing Payment, as applicable, divided by (ii) the Sumitomo Group Beneficially Owning Common Shares product of (x) the Closing Price on the date of the Company that constitute a percentage Newco Group Member’s acquisition of Common Units pursuant to this ‎Section 3.04(c) and (y) the Total Current Voting Power held by the Sumitomo Group immediately after such acquisition that does not exceed the percentage of the Total Current Voting Power held by the Sumitomo Group Exchange Rate immediately prior to such Company Other Issuance. Any such purchases Newco Group Member’s acquisition of Common Shares Units pursuant to this ‎Section 3.04(c). If a Newco Group Member acquires Common Units pursuant to this ‎Section 3.04(c), GE Group Members shall have the right to purchase, for every one Common Unit acquired by the Newco Group Member under this ‎Section 3.04(c), such number of additional Common Units as would result in the GE Group Members holding, in the aggregate, immediately following such purchase the same percentage of the total outstanding Common Units as they held immediately prior to such purchase by Newco pursuant to this ‎Section 3.04(c). When the GE Group Member provides its Notice of Exchange (as defined in the Exchange Agreement) and such notice is subject to Section 2.01(c)(2) or Section 2.01(c)(3) of the Exchange Agreement, the GE Group Member shall also provide notice of whether it will be exercising its right to purchase additional Common Units. If a Newco Group Member receives Common Units as a result of a deemed contribution pursuant to Section 2.01(c)(2) of the Exchange Agreement, the issuance of such Common Units and any Common Units resulting from the Company exercise by a GE Group Member of its right to purchase additional Common Units in its Notice of Exchange pursuant to (iithis ‎Section 3.04‎(c) above shall occur no more frequently than quarterly at mutually satisfactory times five (5) Business Days after such Notice of Exchange was provided. If a Newco Group Member receives Common Units as a result of a deemed contribution provided for by Section 2.01(c)(3) of the Exchange Agreement, the issuance of such Common Units and be effected at any Common Units resulting from the exercise by a cash GE Group Member of its right to purchase price per additional Common Share equal Units in its Notice of Exchange pursuant to this ‎Section 3.04‎(c) shall occur five (5) Business Days after the greater determination under Section 2.01(c)(3)(A) of (A) Fair Market Value per Common Share and (B) such minimum purchase price per Common Share as may be required by NYSE rules or Lawthe Exchange Agreement was made.