Common use of Timing and Amount Clause in Contracts

Timing and Amount. Provided the IPO is closed no later than [***] years from the Effective Date, concurrently with the closing of the IPO, HMR shall purchase from SCRIPTGEN pursuant to a private placement [***] (U.S.) of common stock of SCRIPTGEN at a price per share equal to the gross price per share at which shares are sold to the underwriter(s) of the IPO prior to deduction for underwriting commissions and discounts. HMR acknowledges and agrees that such shares shall not be registered under the Securities Act and shall be deemed to be "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act. As a condition of such purchase, HMR and SCRIPTGEN shall enter into a written agreement that provides [***] on customary terms with respect to such shares satisfactory to both Parties, to be exercisable whenever the provisions of Sections (c), (e), (f) and (h) of Rule 144 promulgated under the Securities Act would apply to any sale of such shares in the public market.