First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen (15) days from the date of receipt of any such First Participation Notice to agree in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase.
First Participation Notice. In the event that the Company proposes to undertake an issuance of any New Securities (in a single transaction or a series of related transactions), it shall give to each Investor (the “Participation Rights Holder”) written notice of its intention to issue such New Securities (the “First Participation Notice”), describing the amount and class of the New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have fifteen (15) days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree on behalf of itself or its Affiliates in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of the New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within the First Participation Period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of such New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase. A Participation Rights Holder’s “Pro Rata Share” for purposes of the right of participation in this Article III is the ratio of (a) the number of Ordinary Shares into which the then outstanding Senior Preferred Shares held by such Participation Rights Holder are convertible (calculated on an as-converted basis), to (b) the total number of the Ordinary Shares into which the then outstanding Senior Preferred Shares held by all Participation Rights Holders are convertible (calculated on an as-converted basis) immediately prior to the issuance of the New Securities giving rise to the Right of Participation.
First Participation Notice. In the event that the Company proposes to issue New Securities, it shall give to each Shareholder a written notice (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Shareholder shall have the right to purchase all or a portion of such Shareholder’s Participation Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving a written notice to the Company within twenty (20) days from the date of receipt of such First Participation Notice and stating therein the quantity of New Securities to be purchased by such Shareholder (not to exceed its Participation Pro Rata Share of such New Securities). If any Shareholder fails to so notify in writing within such twenty (20) day period to purchase its full Participation Pro Rata Share of the New Securities, such Shareholder shall forfeit the right hereunder to purchase that part of its Participation Pro Rata Share of such New Securities that it did not elect to purchase but without prejudice to participating in any future or other offerings of New Securities.
First Participation Notice. In the event that the Company proposes to undertake an issuance of Ordinary Shares, it shall give to each Shareholder Notice indicating its intention to issue Ordinary Shares, describing the amount of shareholders' equity that the Company proposes to raise and the general terms upon which the Company proposes to issue such Ordinary Shares ("First Participation Notice"). Each Shareholder shall have thirty (30) Business Days from the date of receipt of any such First Participation Notice to agree in writing to subscribe for such Shareholder's pro rata share of such shareholders equity upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating in such notice the quantity of shareholders equity to be subscribed for (not to exceed such Shareholder's pro rata share). If any Shareholder fails to so agree in writing within such thirty (30) Business Day period to subscribe for such Shareholder's full pro rata share of the shareholders' equity, then such Shareholder shall forfeit the right hereunder to subscribe for that part of its pro rata share of such shareholders equity that it did not so agree to subscribe.
First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) Business Days from the date of receipt of any such First Participation Notice to agree in writing to purchase up to such Rights Holder’s Preemptive Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Preemptive Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Preemptive Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities. Shareholders Agreement
First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Preemptive Rights Holder a written notice of its intention to issue New Securities (“First Participation Notice”), describing the amount and type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Preemptive Rights Holder shall have fifteen (15) Business Days from the date of delivery of any such First Participation Notice to such Preemptive Rights Holder to agree in writing to subscribe up to such Preemptive Rights Holder’s Preemptive Pro Rata Portion of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be subscribed (not to exceed such Shareholder’s Preemptive Pro Rata Portion). If any Preemptive Rights Holder fails to so respond in writing within such fifteen (15)-Business-Day period, then such Preemptive Rights Holder shall be forfeited the right hereunder to subscribe its Preemptive Pro Rata Portion of such New Securities, but such failure shall not be deemed to forfeit any right with respect to any other issuance of New Securities.
First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Rights Holder a written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue such New Securities and the identity of each prospective subscriber of such New Securities and its controller(s) (if any). Each Rights Holder shall have ten (10) Business Days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Rights Holder’s Preemptive Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Preemptive Pro Rata Share). If any Rights Holder fails to so respond in writing within the First Participation Period, then such Rights Holder shall forfeit the right hereunder to purchase its Preemptive Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.
First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have twenty (20) Business Days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so respond in writing within such twenty (20) Business Day period, then such Participation Certain confidential information contained in this document, marked by [**], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) would likely cause competitive harm to ADC Therapeutics SA if publicly disclosed. Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities.
First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions) (the “New Issuance”), it shall give to each Investor written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Investor (for the avoidance of doubt, including Tencent) shall have ten (10) Business Days (the “First Participation Period”) from the date of receipt of the First Participation Notice to agree in writing to purchase up to its pro rata share of such New Securities (subject to adjustment pursuant to Section 3.6) for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the number of New Securities to be purchased. If any Investor fails or declines to exercise its Right of Participation in accordance with this subsection to subscribe for its pro rata share of the New Securities in full, then such Investor shall be deemed to have forfeited its Right of Participation with respect to such New Securities that it did not elect to purchase.
First Participation Notice. In the event that the Company proposes to undertake an issuance of New Equity Securities (in a single transaction or a series of related transactions), it shall give to each Major Investor written notice of its intention to issue New Equity Securities (the “First Participation Notice”), describing the amount and type of New Equity Securities, the price and the general terms upon which the Company proposes to issue such New Equity Securities. Each Major Investor shall have twenty (20) Business Days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase such Major Investor’s Pro Rata Share of the New Equity Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the number of New Equity Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share of the New Equity Securities). If any Major Investor fails to so agree in writing within the First Participation Period to purchase such Major Investor’s full Pro Rata Share of an offering of the New Equity Securities, then such Major Investor shall forfeit the right hereunder to purchase that part of its Pro Rata Share of the New Equity Securities that it did not agree to purchase.
