Form F-1 Demand Clause Samples

Form F-1 Demand. If at any time after the earlier of (i) one hundred eighty (180) days following the effective date of the Registration Statement for the IPO and (ii) such date, if any, on which the underwriters for the IPO, pursuant to the lock-up agreements between the Investors and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇ Sachs & Co. LLC, as representatives of the underwriters for the IPO, consent to the making of a demand for, or the exercise of any right with respect to, the registration of any Registrable Securities, the Company receives a request from any Baring Vostok Holder or Sistema Holder that the Company file a Form F-1 Registration Statement with respect to such number of Registrable Securities that the Initiating Holder(s) indicates in the request and that would reasonably be expected to result in anticipated aggregate offering proceeds, net of Selling Expenses, of at least $50 million, then (A) the Company shall within five (5) Business Days after the date such request is given, give notice thereof to any Holder who has the right to be an Initiating Holder under this Section 2.1(a), if any, other than the Initiating Holder(s), (B) such Holder who thereafter wishes to include all or a portion of its Registrable Securities in such registration shall notify the Company thereof in writing within fifteen (15) days after receipt by the Holder of the notice from the Company; and (C) the Company shall, as soon as practicable, and in any event within fifty (50) days after the date such request is given by the Initiating Holder(s), file a Form F-1 Registration Statement under the Securities Act covering all Registrable Securities that the Initiating Holder(s) requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holder who has the right to be an Initiating Holder under this Section 2.1(a), subject to Section 2.1(c), Section 2.1(d), Section 2.3 and Section 2.4.

Form F-1 Demand. If at any time after the effective date of the registration statement for the IPO, subject to the terms of any “lock-up” agreement entered into with any underwriter(s) and unless waived in writing by such underwriter(s), the Company receives a written request from any Investor Shareholder (an “Initiating Holder”) that the Company file a Form F-1 registration statement with respect to registration of Registrable Securities then outstanding, having an anticipated aggregate public offering price, net of Holder Expenses, of at least US$10 million, then the Company shall (x) within ten (10) Business Days after the date such request is given, give notice thereof (the “F-1 Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) Business Days after the date such request is given by the Initiating Holders, file a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice given by each such Holder to the Company within fifteen (15) Business Days of the date the F-1 Demand Notice is given.

Form F-1 Demand. If at any time after the 180th day after the date of the closing under the Securities Purchase Agreement, (A) the Company does not qualify to register the resale of the Registrable Securities on a continuous basis pursuant to Rule 415 on Form F-3 and (B) the Company receives a request from the Investor that the Company file a Form F-1 registration statement with respect to Registrable Securities with a market value (based on the closing price of the Ordinary Shares on the OTCQB or any national securities exchange on which the Ordinary Shares may be traded from time to time) of over $2,000,000, then the Company shall as soon as practicable, and in any event by the Filing Deadline, file a Form F-1 registration statement under the Securities Act covering the resale on a continuous basis pursuant to Rule 415 of all Registrable Securities that the Investor requested to be registered, and in each case, subject to the limitations set forth herein; provided, however, that the Investor shall only have the right to make one demand for registration of the Registrable Securities on Form F-1 for so long as the Company does not qualify to register the resale of the Registrable Securities on a continuous basis pursuant to Rule 415 on Form F-3.

Form F-1 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from the Purchaser that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of the Purchaser having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Purchaser, file a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration, subject to the limitations of Subsections 1.1(c) and 1.3.

Form F-1 Demand. If at any time after the IPO, the Company receives a request from Initiating Holders that the Company file a Form F-1 registration statement with respect to Preferred Registrable Securities then outstanding with the anticipated gross aggregate offering price of at least US$2,000,000 (two million U.S. Dollars), then the Company shall (i) within 10 (ten) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders; and (ii) use its best efforts to file, as soon as practicable, a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 (twenty) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1.3 and Section 2.3.

Form F-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the Initial Offering, the Company receives a request from the Purchaser that the Company file a Form F-1 registration statement with respect to at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Purchaser, file a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Purchaser requested to be registered, and in each case, subject to the limitations of Subsections 1.1(c) and 1.3.

Form F-1 Demand. If at any time after 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least 30% of the Registrable Securities then outstanding that the Company file a Form F-1 registration statement with respect to Registrable Securities then outstanding having an anticipated aggregate offering price of at least $5,000,000, then the Company shall (i) within 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within 60 days after the date such request is given by the Initiating Holders, file a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

Form F-1 Demand. If at any time after a date that is 180 (one hundred eighty) days after the effective date of the registration statement for the IPO, the Company receives a request from Initiating Holders that the Company file a Form F-1 registration statement with respect to Preferred Registrable Securities then outstanding with the anticipated gross aggregate offering price of at least US$2,000,000 (two million U.S. Dollars), then the Company shall (i) within 10 (ten) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders; and (ii) make its best efforts to file, as soon as practicable, a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 (twenty) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1.3 and Section 2.3.

Form F-1 Demand. If at any time after the earlier of (i) one year after Completion or (ii) six months after the effective date of the registration statement for the IPO, the Company receives a request from Holders of fifty percent (50 per cent.) of the Registrable Securities then outstanding that the Company file a Form F-1 registration statement with respect to the Registrable Securities then outstanding, so long as the aggregate offering price, net of Selling Expenses, would exceed $15 million, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form F-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of it being withdrawn at the request of the B Investors, other than as a result of a Material Adverse Change to the Company, and paragraphs 1.3 and 3.