Participation in Future Financings. For so long as Lilly holds one hundred percent (100%) of the Shares purchased by it pursuant to this Agreement and such Shares equal or exceed at least five percent (5%) of ProQR’s outstanding Ordinary Shares, ProQR will use its commercially reasonable efforts to allow Lilly to participate (pro rata with its percentage ownership of the outstanding Ordinary Shares) in public offerings or private placements of its Ordinary Shares to financial, non-strategic institutional investors primarily for capital raising purposes, subject to any limitations (a) imposed by ProQR’s underwriters or investment bankers or (b) arising under securities or other applicable laws, including, for the avoidance of doubt, the laws of the Netherlands. ProQR may undertake such commercially reasonable efforts by notifying Lilly of the proposed financing transaction or instructing its underwriters, investment bankers or other financial advisors (as applicable) to do so. If such participation is in the form of a public offering, Lilly understands and acknowledges that ProQR and/or its underwriters or investment bankers may utilize customary “wall-cross” procedures to notify Lilly of such opportunity to participate in such offering, or alternatively notify Lilly after initiation of such offering has been publicly disclosed. If such offering is in the form of a private placement, ProQR may notify Lilly prior to the public disclosure of such private placement utilizing customary “wall-cross” procedures of such opportunity to participate in such private placement. Notwithstanding the foregoing, in the event, despite ProQR’s commercially reasonable efforts, such as in the event Lilly declines to receive such information on a “wall-cross” basis, and Lilly is not provided the opportunity to participate in private placements referenced in this Section 4.9, ProQR will arrange, as promptly as possible thereafter, to permit Lilly to participate in a separate and subsequent private placement on substantially the same terms. Notwithstanding the foregoing, the opportunity for Lilly to participate in the financings described in this Section 4.9 shall not apply to (i) “at-the-market” offerings as defined in Rule 415(a)(4) promulgated under the 1933 Act; (ii) commercial debt in the form of customary credit facilities, convertible debt, venture debt or similar transactions, provided that such transactions are primarily structured and issued as debt instruments (regardless of whether such transactions include equity or equity-linked features such as warrants or units to purchase Ordinary Shares or other instruments exercisable for or convertible into Ordinary Shares); and provided, further, the exception in this clause (ii) shall not apply to public offerings of debt conducted by ProQR, for which offerings ProQR may utilize the procedures described in the second and third sentences of this Section 4.9 above to invite Lilly’s participation on the same terms and conditions as the other purchasers in such public debt offerings; or (iii) strategic partnerships, joint ventures, licenses, collaborations or similar transactions.
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Participation in Future Financings. (a) For so long as Lilly holds one hundred percent (100%) of the Shares purchased by it pursuant to this Agreement and such Shares equal or exceed at least five percent (5%) of ProQRFoghorn’s outstanding Ordinary Sharesshares of Common Stock, ProQR Foghorn will use its commercially reasonable efforts to allow Lilly to participate (pro rata with its percentage ownership of the outstanding Ordinary Sharesshares of Common Stock) in public offerings or private placements of its Ordinary Shares to financial, non-strategic institutional investors primarily for capital raising purposesshares of Common Stock, subject to any limitations (a) imposed by ProQR’s underwriters or investment bankers or (b) arising under securities or other applicable laws, including, for the avoidance of doubt; provided that, the laws rights described in this Section 4.3 shall not apply to: (i) the grant any options or other awards (including without limitation, restricted stock or restricted stock units), or the shares of Common Stock issued with respect to, or upon the exercise of, such options and other awards, granted under any compensatory equity plans of Foghorn, (ii) the filing of a registration statement on Form S-8, and the issuance of securities registered thereunder, relating to any benefit plans or arrangements, (iii) the issuance and sale of shares of Common Stock pursuant to an “at the market” program, (iv) the issuance of shares of Common Stock in connection with the acquisition of the Netherlands. ProQR may undertake such commercially reasonable efforts by notifying Lilly assets of, or a majority of controlling portion of the equity of, or a business combination with, another entity in connection with such business combination or such acquisition by Foghorn or any of its subsidiaries, and (v) the issuance of any note (except for any convertible notes) pursuant to an underwritten offering. Foghorn will notify Lilly in writing of any proposed financing transaction or instructing its underwriters, investment bankers or other financial advisors that triggers Lilly’s participation rights under this Section 4.3(a) (as applicableeach a “Participation Right Event”) no later than thirty (30) days prior to do sothe contemplated date of entry into a definitive agreement providing for a transaction pursuant to which a Participation Right Event will occur. If such participation is in the form of a public offering, Lilly understands and acknowledges that ProQR Foghorn and/or its underwriters or investment bankers may utilize customary “wall-cross” procedures to notify Lilly of such opportunity to participate in such offering, or alternatively notify Lilly after initiation of such offering has been publicly disclosed. If such offering is in the form of a private placement, ProQR Foghorn may notify Lilly prior to the public disclosure of such private placement utilizing customary “wall-cross” procedures of such opportunity to participate in such private placement. Notwithstanding For the foregoingavoidance of doubt, in the event, despite ProQR’s commercially reasonable efforts, such as in the event Lilly declines to receive such information on a “wall-cross” basis, participation rights and Lilly is not provided the opportunity to participate in private placements referenced in notification requirements under this Section 4.9, ProQR will arrange, as promptly as possible thereafter, to permit Lilly to participate in a separate and subsequent private placement on substantially the same terms. Notwithstanding the foregoing, the opportunity for Lilly to participate in the financings described in this Section 4.9 shall not 4.3(a) apply to the issuance of shares of Common Stock (i) “at-the-market” offerings as defined in Rule 415(a)(4) promulgated under the 1933 Act; (ii) commercial debt in the form of customary credit facilitiesincluding without limitation, restricted stock or restricted stock awards or securities convertible debt, venture debt into or similar transactions, provided that such transactions are primarily structured and issued as debt instruments (regardless of whether such transactions include equity or equity-linked features such as warrants or units to purchase Ordinary Shares or other instruments exercisable for or convertible into Ordinary Shares); and provided, further, the exception shares of Common Stock) in this clause (ii) shall not apply to public offerings of debt conducted by ProQR, for which offerings ProQR may utilize the procedures described in the second and third sentences of this Section 4.9 above to invite Lilly’s participation on the same terms and conditions as the other purchasers in such public debt offerings; or (iii) strategic partnerships, connection with joint ventures, licenses, collaborations commercial relationships or similar transactionsother strategic transactions or with lenders in connection with debt financings.
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Samples: Stock Purchase Agreement (Foghorn Therapeutics Inc.)
Participation in Future Financings. For so long as Lilly holds one hundred percent (100%) of the Shares purchased by it pursuant to this Agreement and such Shares equal or exceed at least five percent (5%) of ProQR’s outstanding Ordinary Shares, ProQR will use its commercially reasonable efforts to allow Lilly to participate (pro rata with its percentage ownership of the outstanding Ordinary Shares) in public offerings or private placements of its Ordinary Shares to financial, non-strategic institutional investors primarily for capital raising purposes, subject to any limitations (a) imposed From the Effective Date and until the earlier of (x) the date on which the BBA Purchasers collectively own less than 2.5% of the Company’s outstanding Common Stock, (y) the Series B Transition Date (as such term is defined in the Certificate of Designations), and (z) if all of the Securities issuable to the BBA Purchasers hereunder have not been purchased on or prior to the Fourth Closing Outside Date, upon any proposed issuance by ProQR’s underwriters the Company or investment bankers any of the Subsidiaries of Common Stock, or Common Stock Equivalents for cash consideration, indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock and Preferred Stock (which may include extending such rights to holders of Common Stock Equivalents) or (bii) arising under securities or other applicable lawsan Exempt Issuance (a “Subsequent Financing”), including, for each BBA Purchaser shall have the avoidance of doubt, the laws of the Netherlands. ProQR may undertake such commercially reasonable efforts by notifying Lilly of the proposed financing transaction or instructing its underwriters, investment bankers or other financial advisors (as applicable) to do so. If such participation is in the form of a public offering, Lilly understands and acknowledges that ProQR and/or its underwriters or investment bankers may utilize customary “wall-cross” procedures to notify Lilly of such opportunity right to participate in such offeringSubsequent Financing up to its pro rata amount, calculated as its percentage equity ownership of the Company’s outstanding equity (without taking into account any beneficial ownership limitations on conversion or alternatively notify Lilly after initiation exercise of any Common Stock Equivalents held by such offering has been publicly disclosed. If such offering is BBA Purchaser), on the same terms, conditions and price provided for in the form of a private placementSubsequent Financing, ProQR may notify Lilly prior to unless the Subsequent Financing is an underwritten public disclosure of such private placement utilizing customary offering (an “wall-cross” procedures of such opportunity Underwritten Subsequent Financing”), in which case the Company shall offer the BBA Purchasers the right to participate in such private placement. Notwithstanding public offering when it is lawful for the foregoingCompany to do so, in including with respect to any limitations necessary to preserve the event, despite ProQR’s commercially reasonable efforts, such as in validity of the event Lilly declines to receive such information on a “wall-cross” basis, and Lilly is not provided the opportunity to participate in private placements referenced in this Section 4.9, ProQR will arrange, as promptly as possible thereafter, to permit Lilly to participate in a separate and subsequent private placement on substantially the same terms. Notwithstanding the foregoing, the opportunity for Lilly to participate in the financings described in this Section 4.9 shall not apply to (i) “at-the-market” offerings as defined in Rule 415(a)(4) promulgated exemption under the 1933 Act; (ii) commercial debt in Act for the form offer and sale of customary credit facilitiesthe Securities hereunder, convertible debt, venture debt or similar transactions, provided that such transactions are primarily structured and issued as debt instruments (regardless of whether such transactions include equity or equity-linked features such as warrants or units but the BBA Purchasers shall not be entitled to purchase Ordinary Shares or other instruments exercisable for or convertible into Ordinary Shares); and provided, further, the exception in this clause (ii) shall not apply to public offerings any particular amount of debt conducted by ProQR, for which offerings ProQR may utilize the procedures described in the second and third sentences of this Section 4.9 above to invite Lilly’s participation on the same terms and conditions as the other purchasers in such public debt offerings; or (iii) strategic partnerships, joint ventures, licenses, collaborations or similar transactionsoffering.
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Participation in Future Financings. For so long as Lilly Lxxxx holds one hundred at least ten percent (100%) of the Shares purchased by it pursuant to this Agreement and such Shares equal or exceed at least five percent (510%) of ProQR’s outstanding Ordinary Shares, ProQR will use its commercially reasonable efforts to allow Lilly Lxxxx to participate (pro rata with its percentage ownership of the outstanding Ordinary Shares) in public offerings or private placements of its Ordinary Shares to financial, non-strategic institutional investors primarily for capital raising purposes, subject to any limitations (a) imposed by ProQR’s underwriters or investment bankers or (b) arising under securities or other applicable laws, including, for the avoidance of doubt, the laws of the Netherlands. ProQR may undertake such commercially reasonable efforts by notifying Lilly Lxxxx of the proposed financing transaction or instructing its underwriters, investment bankers or other financial advisors (as applicable) to do so. If such participation is in the form of a public offering, Lilly Lxxxx understands and acknowledges that ProQR and/or its underwriters or investment bankers may utilize customary “wall-cross” procedures to notify Lilly of such opportunity to participate in such offering, or alternatively notify Lilly after initiation of such offering has been publicly disclosed. If such offering is in the form of a private placement, ProQR may notify Lilly prior to the public disclosure of such private placement utilizing customary “wall-cross” procedures of such opportunity to participate in such private placement. Notwithstanding the foregoing, in the event, despite ProQR’s commercially reasonable efforts, such as in the event Lilly Lxxxx declines to receive such information on a “wall-cross” basis, and Lilly Lxxxx is not provided the opportunity to participate in private placements referenced in this Section 4.9, ProQR will arrange, as promptly as possible thereafter, to permit Lilly Lxxxx to participate in a separate and subsequent private placement on substantially the same terms. Notwithstanding the foregoing, the opportunity for Lilly to participate in the financings described in this Section 4.9 shall not apply to (i) “at-the-market” offerings as defined in Rule 415(a)(4) promulgated under the 1933 Securities Act; (ii) commercial debt in the form of customary credit facilities, convertible debt, venture debt or similar transactions, provided that such transactions are primarily structured and issued as debt instruments (regardless of whether such transactions include equity or equity-linked features such as warrants or units to purchase Ordinary Shares or other instruments exercisable for or convertible into Ordinary Shares); and provided, further, the exception in this clause (ii) shall not apply to public offerings of debt conducted by ProQR, for which offerings ProQR may utilize the procedures described in the second and third sentences of this Section 4.9 above to invite Lilly’s Lxxxx’x participation on the same terms and conditions as the other purchasers in such public debt offerings; or (iii) strategic partnerships, joint ventures, licenses, collaborations or similar transactions.
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