Form F-3. In case the Company shall receive from any Holder a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:
Form F-3. (a) At any time when the Company is eligible to use a Form F-3 registration statement, if the Company receives a request from a Holder that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least US$1,000,000, then the Company shall (i) within ten (10) days after the date such request is given, provide a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file such Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by such Holder to the Company within fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3(b) and Section 3(c).
(b) The Company shall use its reasonable best efforts to effect promptly, subject to the provisions of Section 3(c) below, the registration of all shares on Form F-3 to the extent requested by such Holder or Holders; provided, however, that the provisions of Section 2(c) shall also apply to this Section 3.
(c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to a request of a Holder under this Section 3 (i) more than two (2) times during any twelve (12)-month period, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering, provided, however, that the Company is actively employing in reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, or (iii) during the period that is ninety (90) days following the effective date of a Company-initiated registration or Company Underwritten Offering (as such period may be extended pursuant to FINRA Rule 2711(f) in connection with any such offering).
Form F-3. In case the Company shall receive from Holders of at least fifty percent (50%) of the Registrable Securities then Outstanding a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holders, then the Company will, so long as the Company is qualified to use Form F-3:
Form F-3. The Company shall use its commercially reasonable efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form F-3 (or any successor form) under the Securities Act (or such comparable form of registration statement in any other jurisdiction), if applicable to such Registrable Securities. A holder or holders holding Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to request three (3) registrations on Form F-3 (or any successor form) for the Registrable Securities held by such requesting holders (each, a “Shelf Request”). Such Shelf Requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. No later than five (5) days after receipt of such Shelf Request, the Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 2 and such Shareholders shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall file the Form F-3 with the Commission within 60 days after the date of the Shelf Request and shall effect as promptly as practicable the registration of all shares on Form F-3 (or a comparable successor form) to the extent requested by such holders. The Company shall use its commercially reasonable efforts to keep such registration statement effective until the earlier of 90 days or until such holders have completed the distribution described in such registration statement.
Form F-3. Prior to the Closing, Parent shall use its commercially reasonable efforts to not take any action, or fail to take any action, which action or failure would reasonably be expected to cause Parent to be ineligible to file a registration statement on Form F-3 promulgated under the Securities Act (or any successor form). Parent shall use commercially reasonable efforts to cause any registration statement to be filed with the SEC pursuant to the IRRA to be declared effective in accordance therewith.
Form F-3. The Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form F-3 (or any successor form) under the Securities Act. An Investor or Investors holding Registrable Securities anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $1,000,000 shall have the right to require the Company to file registration statements, including a shelf registration statement, and if the Company is a WKSI, an automatic shelf registration statement, on Form F-3 or any successor form under the Securities Act covering all or any part of their and their affiliates’ Registrable Securities, by delivering a written request to the Company. Such request shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by such holder or holders. The Company shall give notice to all other holders of the Registrable Securities of the receipt of a request for registration pursuant to this Section 3 and such holders of Registrable Securities shall then have thirty (30) days to notify the Company in writing of their desire to participate in the registration. The Company shall uses its best efforts to promptly effect the registration of all shares on Form F-3 (or a comparable successor form) to the extent requested by such holders. The Company shall use its best efforts to keep such registration statement effective until the earlier of 90 days or until such holders have completed the distribution described in such registration statement. Notwithstanding the foregoing, to the extent that registration on Form F-3 is not available to a holder that has requested registration under this Section 3, the Company shall use its best efforts to effect such registration on Form F-1.
Form F-3. In case the Company shall receive from any Holder of at least five percent (5%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least US$3,000,000, then the Company will:
Form F-3. The Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the SEC as required pursuant to the rules of Form F-3.
Form F-3. If the Initial Registration Statement is on Form F-1, the Company shall undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect and the availability for use of each prospectus contained therein until such time as a Registration Statement on Form F-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use or, if sooner, the expiration of the Registration Period (as defined below).
Form F-3. Notwithstanding anything to the contrary set forth in the Consent and Waiver:
(a) The last sentence under the heading “Redemption Rights” in Annex A of the Consent and Waiver shall be deemed to read as follows: “For purposes of the Investment Agreement, (i) any consummation of the Separation at a time when the U.S. Securities and Exchange Commission (or its staff) has failed to indicate that it is, or has indicated that it is not, willing to declare the Form F-3 effective would require the prior written consent of Investor and (ii) unless Investor otherwise consents, SpinCo agrees to submit to the U.S. Securities and Exchange Commission, promptly (and in any event no later than five Business Days) following consummation of the Separation, a request to accelerate such effectiveness of the Form F-3 to a date that is not more than two (2) Business Days after the date of such request.”
(b) Section 1 of the Consent and Waiver shall be deemed to read as follows: “Remaining Portion of Debt Financing; Form F-3. Parent and SpinCo acknowledge, agree and jointly represent and warrant to Investor that, (i) other than with respect to the Convertible Notes and the SCB Trade Facility, the Debt Financing, or any other forms of Replacement Financing, to be obtained on the Closing Date as contemplated by Section 7.1(n) of the Investment Agreement shall be on terms and conditions that are no less favorable to SpinCo than the Acceptable Financing Terms; (ii) any consummation of the Separation at a time when the SEC (or its staff) has failed to indicate that it is, or has indicated that it is not, willing to declare the Form F-3 (as defined in Annex A) effective shall require the prior written consent of Investor; and (iii) unless Investor otherwise consents, SpinCo shall submit to the SEC, promptly (and in any event no later than five Business Days) following consummation of the Separation, a request to accelerate such effectiveness of the Form F-3 to a date that is not more than two (2) Business Days after the date of such request.”
