Common use of First Participation Notice Clause in Contracts

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), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”)) at least thirty (30) days prior to such issuance, 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 fifteen (2015) Business Days 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 agree in writing within such twenty fifteen (2015) Business Day perioddays period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, 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 that part of its Pro Rata Share of such New Securities, but shall Securities that it did not be deemed agree to forfeit any right with respect to any other issuance of New Securitiespurchase.

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)) which is approved by the Majority Preferred Holders, 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 thirty (2030) Business Days 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 agree in writing within such twenty thirty (2030) Business Day perioddays period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, 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 that part of its Pro Rata Share of such New Securities, but shall Securities that it did not be deemed agree to forfeit any right with respect to any other issuance of New Securitiespurchase.

First Participation Notice. In the event that the Company JV proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Preemptive 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 upon which the Company JV proposes to issue such New Securities. Each Participation Preemptive Rights Holder shall have twenty ten (2010) Business Days from the date of receipt of any such the First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to such Participation Preemptive 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 Notice, by giving a written notice to the Company JV and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Preemptive Rights Holder’s Preemptive Pro Rata Share). If any Participation Preemptive Rights Holder fails to so respond agree in writing within such twenty ten (2010) Business Day periodDays to purchase such Preemptive Rights Holder’s full Preemptive Pro Rata Share of an offering of New Securities, 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. Preemptive Rights Holder shall forfeit the be deemed to have forfeited its right hereunder to purchase that portion of its Preemptive Pro Rata Share of such New SecuritiesSecurities that it did not agree to purchase, but shall not be deemed without prejudice to forfeit participating in any right with respect to any future or other issuance offerings 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 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 the type of New Securities, Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Securities Each Participation Rights Holder shall have twenty thirty (2030) Business Days days from the date of receipt of any such First Participation Notice (the “First Participation Period”) to agree in writing to purchase up to all of such Participation Rights Holder’s Pro Rata Share of fifty percent (50%) 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 ShareShare of fifty percent (50%) of such New Securities). If any Participation Rights Holder fails falls to so respond agree in writing within such twenty thirty (2030) Business Day periodday period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of fifty percent (50%) such New Securities, 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 that part of its Pro Rata Share of fifty percent (50%) of such New Securities, but shall Securities that it did not be deemed so agree to forfeit any right with respect to any other issuance of New Securitiespurchase.

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 the type of New Securities, Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have twenty fifteen (2015) Business Days 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 all or any part of such Participation Rights Holder’s Pro Rata Share of such the 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 ShareShare of the New Securities). If any Participation Rights Holder fails to so respond agree in writing within the First Participation Period to purchase such twenty (20) Business Day periodParticipation Rights Holder’s full Pro Rata Share of the New Securities, 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 that part of its Pro Rata Share of such the New Securities, but shall Securities that it did not be deemed agree to forfeit any right with respect to any other issuance of New Securitiespurchase.

First Participation Notice. In the event that the Company proposes to undertake an issuance of issue New Securities (in a single transaction or a series of related transactions), it shall give deliver to each Participation Rights Holder a written notice of its intention to issue New Securities (the “First Participation Notice”) at least twenty (20) Business Days prior to the proposed issue date of the New Securities (or such shorter period mutually agreed upon by the Company and such Participation Rights Holder), describing the identity of the proposed transferee, 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. Each Participation Rights Holder shall have twenty (20) Business Days from after the date of receipt of any such the 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 under the terms and conditions specified in the First Participation Notice by giving delivering a 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 agree 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 be deemed to have forfeited its Right of Participation 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.