Common use of F-3 Registration Clause in Contracts

F-3 Registration. 2A.1 In any case that the Company shall receive from any Holder a written request or requests at least six months from the date hereof that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Securities where the aggregate net proceeds from the sale of such Holders' Registrable Securities equal to at least three million United States Dollars ($3,000,000), the Company shall promptly give notice to the other Holders of such request, at least sixty (60) days prior to the filing of the registration statement in connection with such registration. Upon the written request of any other Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 15.5, the Company shall include in such registration (subject to the provisions of this Section 2A) all of the Registrable Securities indicated in the request of the Holders. The Company shall then use its reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in the requests; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance, pursuant to this Section 2A if the Company has, within the eighteen (18) month period preceding the date of such request, already effected one (1) registration for the Holders requesting registration pursuant to this Section 2A. The Company undertakes that it will, once having qualified for registration on Form F-3, use its reasonable efforts to comply with all necessary filings and other requirements so as to maintain such qualification for a period of two (2) years or such earlier date as the Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 promulgated under the Act. 2A.2 If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies in writing the Principal Shareholders participating in the Form F-3 Registration pursuant to this Section 2A of the existence of a Potential Material Event ("Blackout Notice"), the registration of Registrable Securities on the Form F-3 shall be suspended from the time of the giving of notice with respect to a Potential Material Event until such Principal Shareholders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; PROVIDED, HOWEVER, that the Company may not so suspend such registration for more than ninety (90) days in the aggregate during any 12-month period ("Blackout Period") during the periods the Form F-3 Registration Statement is required to be in effect.

F-3 Registration. 2A.1 In any case that 4.2.1 Subject to all of the provisions contained in this Agreement, together with the filing by the Company shall receive from any Holder a written request or requests at least six months from of its Annual Report on Form 20-F for the date hereof that fiscal year ended January 31, 2004, which the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Securities where hereby undertakes shall take place no later than July 31, 2004 (the aggregate net proceeds from the sale of such Holders' Registrable Securities equal to at least three million United States Dollars ($3,000,000"Filing Date"), the Company shall promptly give notice prepare and file with the SEC a single registration statement covering the resale of all Registrable Shares. The Registration Statement shall be on Form F-3 to the other Holders extent that the resale of the Registrable Shares for the account of any Purchaser is permitted pursuant to General Instruction I.B>3. of Form F-3 and is not objected to by the SEC because of the status of, or any action taken by, such requestPurchaser. Notwithstanding the foregoing, if the Company is not eligible, at least sixty (60) days prior any relevant time, to register any or all of the Registerable Shares of an Purchaser on Form F-3 because of the SEC's objection relating to the filing of the registration statement in connection with status of, or any action taken by, such registration. Upon the written request of any other Holder given within twenty Purchaser (20) days after mailing of such notice by the Company in accordance with Section 15.5"Non F-3 Eligible Registrable Shares"), the Company shall include in be exempt from performing such registration (subject to the provisions of this Section 2A) all of the such Non F-3 Eligible Registrable Securities indicated in the request of the Holders. Shares at that time. 4.2.2 The Company shall then use its reasonable best efforts to effect such registration cause the Registration Statement to be declared effective by the SEC as promptly as reasonably possible after the filing thereof, and all such qualifications and compliances as may be so requested and as would permit or facilitate shall use reasonable commercial efforts to keep the sale and distribution Registration Statement continuously effective under the Securities Act until the earlier of all of such Registrable Securities as are specified in the requests; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance, pursuant to this Section 2A if the Company has, within the eighteen (18) month period preceding the date of such request, already effected one (1) registration for the Holders requesting registration pursuant to this Section 2A. The Company undertakes that it will, once having qualified for registration on Form F-3, use its reasonable efforts to comply with all necessary filings and other requirements so as to maintain such qualification for a period of two (2) years or such earlier date as the Registrable Securities Shares covered by such Registration Statement have been sold or may can be sold without volume restrictions publicly under Rule 144(k) (the "Effectiveness Period"). 4.2.3 The Company shall notify the Purchasers in writing promptly after receiving notification from the SEC that the Registration Statement has been declared effective. 4.2.4 Notwithstanding anything in this Agreement to the contrary, the Company may, by written notice to the Purchasers, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchasers immediately cease the sale of Ordinary Shares pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a merger, acquisition, or sale, private or public offering or similar events and the Board of Directors of the Company determines in good faith, by appropriate resolutions, that, as a result of such activity, (A) it would be materially detrimental to the Company to maintain a Registration Statement at such time or (B) it is in the best interests of the Company to defer proceeding with such registration at such time. Upon receipt of such notice, each Purchaser shall immediately discontinue any sales of Registrable Shares pursuant to Rule 144 promulgated under such registration until such Purchaser has received copies of a supplemented or until such Purchaser. In no event, however, shall this right be exercised to suspend sales beyond the Act. 2A.2 If at any time or from time period during which (in the good faith determination of the Company's Board of Directors) the failure to time require such suspension would be materially detrimental to the Company. Immediately after the date end of any suspension period under this Section 4.1.4 the Company shall take all necessary actions to restore the effectiveness of the applicable Registration Statement and the ability of the Purchasers to publicly resell their Registrable Shares pursuant to such effective Registration Statement, the Company notifies in writing the Principal Shareholders participating in the Form F-3 Registration pursuant to this Section 2A of the existence of a Potential Material Event ("Blackout Notice"), the registration of Registrable Securities on the Form F-3 shall be suspended from the time of the giving of notice with respect to a Potential Material Event until such Principal Shareholders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; PROVIDED, HOWEVER, that the Company may not so suspend such registration for more than ninety (90) days in the aggregate during any 12-month period ("Blackout Period") during the periods the Form F-3 Registration Statement is required to be in effect.

F-3 Registration. 2A.1 In any case that If the Company shall be qualified to register securities on Form F-3 and shall receive from any the Holder a written request or requests at least six months from the date hereof that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Securities Shares where the aggregate net proceeds from the sale of such Holders' the Holder’s Registrable Securities Shares equal to at least three two million United States Dollars ($3,000,0002,000,000), the Company shall promptly give notice to the other Holders of such request, at least sixty (60) days prior to the filing of the registration statement in connection with such registration. Upon the written request of any other Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 15.5, the Company shall include in such registration (subject to the provisions of provision more fully set forth in this Section 2A3.6) all of the Registrable Securities Shares indicated in the request of the HoldersHolder. The Company shall then use its reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of or such Registrable Securities Shares as are specified in the requests; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance, pursuant to this Section 2A 3.6 if the Company has, within the eighteen (18) month period preceding the date of such request, already effected one (1) registration for the Holders requesting registration pursuant to Holder. Notwithstanding any other provision of this Section 2A. The 3, no Demand shall be binding on the Company undertakes that if: (i) the Company has filed any registration statement for the registration of its equity securities (other than on a form S-8 or similar registration for employee shares) within the previous one hundred eighty days (180) days, or (ii) the Company has theretofore decided to file a Company initiated registration and, in its good faith estimate, will file it willwithin the next sixty (60) days. In addition, once having qualified if the Company shall furnish to the Holder a certificate signed by the Chief Financial Officer of the Company stating that, in the good faith judgment of the Board of Directors, it would be detrimental to the Company for such registration on Form F-3statement to be filed and it is therefore essential to defer the filing of such registration statement, use its reasonable efforts the Company shall have the right to comply with all necessary filings and other requirements so as to maintain defer such qualification filing for a period of two not more than one hundred and eighty (2180) years or such earlier date as the Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 promulgated under the Act. 2A.2 If at any time or from time to time days after the date of effectiveness receipt of the Registration Statementrequest of the Holder (the “DelayPeriod”). The Company agrees that it shall not file any other registration statement on behalf of itself or any other party during such Delay Period. In addition, the Company notifies in writing the Principal Shareholders participating in the Form F-3 Registration pursuant Section 3.5 hereof shall apply to any applicable registration under this Section 2A of the existence of a Potential Material Event ("Blackout Notice"), the registration of Registrable Securities on the Form F-3 shall be suspended from the time of the giving of notice with respect to a Potential Material Event until such Principal Shareholders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; PROVIDED, HOWEVER, that the Company may not so suspend such registration for more than ninety (90) days in the aggregate during any 12-month period ("Blackout Period") during the periods the Form F-3 Registration Statement is required to be in effect.3.6

F-3 Registration. 2A.1 In any case that 4.2.1 Subject to all of the provisions contained in this Agreement, together with the filing by the Company shall receive from any Holder a written request or requests at least six months from of its Annual Report on Form 20-F for the date hereof that fiscal year ended January 31, 2004, which the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Securities where hereby undertakes shall take place no later than July 31, 2004 (the aggregate net proceeds from the sale of such Holders' Registrable Securities equal to at least three million United States Dollars ($3,000,000"FILING DATE"), the Company shall promptly give notice prepare and file with the SEC a single registration statement covering the resale of all Registrable Shares. The Registration Statement shall be on Form F-3 to the other Holders extent that the resale of the Registrable Shares for the account of any Purchaser is permitted pursuant to General Instruction I.B>3. of Form F-3 and is not objected to by the SEC because of the status of, or any action taken by, such requestPurchaser. Notwithstanding the foregoing, if the Company is not eligible, at least sixty (60) days prior any relevant time, to register any or all of the Registerable Shares of an Purchaser on Form F-3 because of the SEC's objection relating to the filing of the registration statement in connection with status of, or any action taken by, such registration. Upon the written request of any other Holder given within twenty Purchaser (20) days after mailing of such notice by the Company in accordance with Section 15.5"NON F-3 ELIGIBLE REGISTRABLE SHARES"), the Company shall include in be exempt from performing such registration (subject to the provisions of this Section 2A) all of the such Non F-3 Eligible Registrable Securities indicated in the request of the Holders. Shares at that time. 4.2.2 The Company shall then use its reasonable best efforts to effect such registration cause the Registration Statement to be declared effective by the SEC as promptly as reasonably possible after the filing thereof, and all such qualifications and compliances as may be so requested and as would permit or facilitate shall use reasonable commercial efforts to keep the sale and distribution Registration Statement continuously effective under the Securities Act until the earlier of all of such Registrable Securities as are specified in the requests; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance, pursuant to this Section 2A if the Company has, within the eighteen (18) month period preceding the date of such request, already effected one (1) registration for the Holders requesting registration pursuant to this Section 2A. The Company undertakes that it will, once having qualified for registration on Form F-3, use its reasonable efforts to comply with all necessary filings and other requirements so as to maintain such qualification for a period of two (2) years or such earlier date as the Registrable Securities Shares covered by such Registration Statement have been sold or may can be sold without volume restrictions publicly under Rule 144(k) (the "EFFECTIVENESS PERIOD"). 4.2.3 The Company shall notify the Purchasers in writing promptly after receiving notification from the SEC that the Registration Statement has been declared effective. 4.2.4 Notwithstanding anything in this Agreement to the contrary, the Company may, by written notice to the Purchasers, suspend sales under a Registration Statement after the Effective Date thereof and/or require that the Purchasers immediately cease the sale of Ordinary Shares pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a merger, acquisition, or sale, private or public offering or similar events and the Board of Directors of the Company determines in good faith, by appropriate resolutions, that, as a result of such activity, (A) it would be materially detrimental to the Company to maintain a Registration Statement at such time or (B) it is in the best interests of the Company to defer proceeding with such registration at such time. Upon receipt of such notice, each Purchaser shall immediately discontinue any sales of Registrable Shares pursuant to Rule 144 promulgated under such registration until such Purchaser has received copies of a supplemented or until such Purchaser. In no event, however, shall this right be exercised to suspend sales beyond the Act. 2A.2 If at any time or from time period during which (in the good faith determination of the Company's Board of Directors) the failure to time require such suspension would be materially detrimental to the Company. Immediately after the date end of any suspension period under this Section 4.1.4 the Company shall take all necessary actions to restore the effectiveness of the applicable Registration Statement and the ability of the Purchasers to publicly resell their Registrable Shares pursuant to such effective Registration Statement, the Company notifies in writing the Principal Shareholders participating in the Form F-3 Registration pursuant to this Section 2A of the existence of a Potential Material Event ("Blackout Notice"), the registration of Registrable Securities on the Form F-3 shall be suspended from the time of the giving of notice with respect to a Potential Material Event until such Principal Shareholders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; PROVIDED, HOWEVER, that the Company may not so suspend such registration for more than ninety (90) days in the aggregate during any 12-month period ("Blackout Period") during the periods the Form F-3 Registration Statement is required to be in effect.

F-3 Registration. 2A.1 In any case that the Company shall receive from any Holder of the Holders (for purposes of this Section 2.3, the “F-3 Initiating Holder”) a written request or requests at least six months from the date hereof that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Securities where the aggregate net proceeds from the sale of such Holders' Registrable Securities equal to at least three million United States Dollars ($3,000,000), the Company shall promptly give notice to the other Holders of such request, at least sixty (60) days prior to the filing of the registration statement in connection with such registration. Upon the written request of any other Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 15.5, the Company shall include in such registration (subject to the provisions of this Section 2A) all or a part of the Registrable Securities indicated in owned by such F-3 Initiating Holder, the request Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders. The Company shall then ; and (b) use its all commercially reasonable efforts to effect effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such F-3 Initiating Holder’s Registrable Securities as are specified in such request, together with all or such portion of the requestsRegistrable Securities of any other Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification, qualification or compliance, pursuant to this section 2.3: (i) if Form F-3 is not available for such offering by Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$25,000,000; (iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2A 2.3 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the F-3 Initiating Holder, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90)-day period; (iv) if the Company has, within the eighteen twelve (1812) month period preceding the date of such request, already effected one two (12) registration registrations on Form F-3 for the Holders requesting registration F-3 Initiating Holder pursuant to this Section 2A. The Company undertakes that it will, once having qualified for registration on Form F-3, use its reasonable efforts 2.3; or (v) in the circumstances described in Section 2.1(c)(ii) hereof. (c) If the F-3 Initiating Holder intends to comply with all necessary filings and other requirements so as to maintain such qualification for a period of two (2) years or such earlier date as distribute the Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 promulgated under the Act. 2A.2 If at any time or from time to time after the date its request by means of effectiveness of the Registration Statementan underwriting, it shall so advise the Company notifies in writing the Principal Shareholders participating in the Form F-3 Registration as a part of its request made pursuant to this Section 2A 2.3. The provisions of Section 2.1(b) shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). ​ (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the existence of a Potential Material Event ("Blackout Notice"), the registration of Registrable Securities on the Form F-3 shall be suspended from the time request or requests of the giving of notice with respect F-3 Initiating Holder. Registrations effected pursuant to a Potential Material Event until such Principal Shareholders receive written notice from the Company that such Potential Material Event either has been disclosed this Section 2.3 shall not be counted as requests for registration effected pursuant to the public or no longer constitutes a Potential Material Event; PROVIDED, HOWEVER, that the Company may not so suspend such registration for more than ninety (90) days in the aggregate during any 12-month period ("Blackout Period") during the periods the Form F-3 Registration Statement is required to be in effectSection 2.1.