Common use of Description of New Shares Clause in Contracts

Description of New Shares. 3.8.1 The New Shares shall be ordinary shares in TiGenix having the same rights and advantages as the existing ordinary shares in TiGenix at the time of issuance of the relevant New Shares. For the avoidance of doubt, the New Shares shall participate in the results of TiGenix as of and for the entire financial year that started on the first day of the financial year during which the relevant New Shares have been issued (provided that, for the avoidance of doubt, the New Shares will only participate in any dividends that have been declared by TiGenix on or after the date of issuance of the relevant New Shares and will not participate in any dividends that have been declared by TiGenix prior to the date of issuance of the relevant New Shares). 3.8.2 The Upfront New Shares shall be delivered to Genetrix in registered form on the Closing Date and the Milestone 1 New Shares shall be delivered to Genetrix in registered form on the date on which the board of directors of TiGenix or TiGenix’ extraordinary shareholders’ meeting, as the case may be, resolves on the issuance of the relevant Milestone 1 New Shares as consideration for the relevant Milestone 1 Contribution. They will be delivered free and clear of any encumbrance (including without limitation any claim, pledge, charge, lien, option, attachment, pre-emption right or any other right or interest held by a third party), but will be subject to a lock-up as set out in Clause 19. 3.8.3 Without prejudice to Clause 19.3, upon written request of Genetrix, TiGenix shall as soon as reasonably possible start with the conversion process, in cooperation with and upon written request of Genetrix, to convert the relevant New Shares that are no longer Locked Shares into dematerialized shares. To this effect, Genetrix shall without delay provide TiGenix with all securities account or other information reasonably required to enable TiGenix to arrange the conversion of the relevant New Shares into dematerialized shares. 3.8.4 TiGenix shall use its best efforts to have the relevant New Shares admitted to trading on Euronext Brussels as soon as reasonably practicable following the date of issuance of the relevant New Shares.