Form F-3 Registration. (a) In case the Company shall receive from a Holder a written request or requests that the Company effect a Registration on Form F-3 or S-3, as applicable (and any related qualification or compliance) with respect to all or any part of the Registrable Securities owned by such Holder, then the Company shall promptly give written notice of the proposed Registration and such Holder’s request therefor, and any related qualification or compliance, to all other Holders; and, subject to the provisions of Sections 2.3(b) and (c), as soon as practicable but in no later than forty-five (45) days after receipt of the request of such Holder, 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 such Registrable Securities of such Holder as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company.
(b) Notwithstanding anything to the contrary provided above, the Company shall not be obligated to effect any such Registration, qualification or compliance pursuant to this Section 2.3:
(i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Holders;
(ii) if such 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 (before payment of any underwriters’ discounts or commissions) of less than US$1,000,000;
(iii) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Investor requesting Registration under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or
(iv) in a...
Form F-3 Registration. In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 (or an equivalent registration in a jurisdiction outside of the United States) 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 Registration. (a) Listco represents and warrants to each Right Holder as of the date hereof and as of the Filing Date that Listco meets the requirements for use of Form F-3 under the Securities Act and Listco is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.
(b) To the extent permitted under applicable Law, as soon as practicable after the Closing but in any event no later than 45 days thereof (or such later period agreed to by each Right Holder), Listco shall take all necessary actions as reasonably required by any Right Holder to prepare and file a registration statement on Form F-3 (together with any supplements or amendments thereto, including all necessary documents and information incorporated or to be incorporated by reference therein, the “Registration Statement”) covering the offering and sale of the Registrable Securities pursuant to Rule 415 under the Securities Act and Listco shall use commercially reasonable efforts to cause such Registration Statement to become effective or declared effective (the “Registration”) by the SEC as soon as possible after such filing. In addition, promptly after the offering and sale of the Registrable Securities pursuant to the Registration Statement (to the extent that any Right Holder decides to sell any Registrable Securities pursuant to the Note Purchase Agreement), Listco shall file the Prospectus to be used for such offering and sale as required by and in accordance with Rule 424 under the Securities Act.
(c) Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to each Right Holder and its respective counsel at a reasonable time prior to its filing or other submission and shall not be filed or submitted in a form to which any Right Holder and its respective counsel reasonably objects.
(d) Listco shall notify each Right Holder by facsimile or email as promptly as practicable, and in any event, within 1 Business Day, after any such Registration Statement becomes or is declared effective.
(e) Each of Listco and the Lender shall bear 50 per cent. of the Registration Expenses incurred in connection with the Registration.
(f) The Lender shall be entitled to select and obtain an investment banking firm or firms of international reputation to act as the managing underwriters of the offering (the “Approved Underwriter”); provided, however, that the Approved Underwriter(s) selected by the Lender shall, in...
Form F-3 Registration. As long as the Company is eligible to use Form F-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, the Shareholders shall have the rights of the General Atlantic Shareholders or the Apax Shareholders as set forth in Section 5 of the Existing RRA, subject to the limitations applicable thereto as set forth in Section 5 of the Existing RRA, and such rights shall be enforceable by the Shareholders against the Company as if they were granted under Section 5 of the Existing RRA; provided, however, that in the event of any limitation on the number of shares to be sold by any person in an offering, the Shareholders shall have a right to include shares in such offering only after the Existing RRA Parties have included those shares they wish to register. In the event that the Shareholders exercise rights under this Clause 2.4, Sections 6, 7 and 8 of the Existing RRA shall apply as if they were provisions of this Agreement applicable to this Clause. Notwithstanding the foregoing, Section 5(e) of the Existing RRA shall be deemed to be replaced in its entirety by Clause 2.5 of this Agreement.
Form F-3 Registration. After its initial public offering, the Company shall use its best efforts to qualify for registration on Form F-3 or any comparable or successor form as early as possible and use best efforts to maintain such qualification thereafter. If the Company is qualified to use Form F-3, any Holder or Holders shall have a right to request at any time from time to time (such request shall be in writing) that the Company effect a registration on either 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, and upon receipt of each such request, the Company will:
Form F-3 Registration. 1.3.1. At any time upon the IPO of the Company and thereafter, if the Company receives from the Initiating Holders a written request that the Company effect any registration statement on Form F-3 (or any successor form to Form F-3) for the sale of Registrable Securities, the Company shall as soon as practicable after receipt of such request give notice of proposed registration, qualification or compliance to all other Holders and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed, in writing, their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid.
1.3.2. The Company shall not be obligated to affect a registration, qualification or compliance pursuant to this Section 1.3 if (a) Form F-3 is not available for such offering by the Holders, or (b) the aggregate anticipated offering price of such Registrable Securities equals less than US$2,500,000.
Form F-3 Registration. If the Company shall receive from any Shareholder holding Registrable Securities a written request or requests that the Company effect a registration on Form F-3 (if the Company qualifies), and any related qualification or compliance, with respect to Registrable Securities, the Company will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Shareholders, and shall take all actions under its power and control to include in such registration all Registrable Securities held by all such Shareholders who wish to participate in such registration and who provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall take all actions under its power and control 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 or such portion of such Shareholder’s or Shareholders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Shareholder or Shareholders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company. The right to request such F-3 registration statement shall be unlimited, and such F-3 registrations shall not be counted as a demand registration under Section 2.2 above. If requested by the requesting Shareholder, the Company shall file a shelf registration statement and the Company shall endeavor to keep it effect for nine (9) months unless the Registrable Shares are completely sold thereunder.
Form F-3 Registration. (i) Request for a Form F-3 Registration. After the consummation of the IPO, the Company shall use its best efforts to qualify for registration on Form F-3. At any time after the Company becomes eligible to use Form F-3 in connection with a public offering of its securities, the Holders holding in the aggregate at least 15% of then outstanding Registrable Securities (the “F-3 Initiating Holders”) may make a written request to the Company to Register (including a Registration for the sale on a continuous or a delayed basis by the Holders of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission), and the Company shall Register, under the Securities Act on Form F-3 (an “F-3 Registration”) the number of Registrable Securities specified in such request. The Company shall use its reasonable best efforts to cause a Registration Statement in respect of any F-3 Registration to become effective not later than ninety (90) days after the Company receives a request under this Section 3.3(i).
Form F-3 Registration. (a) If at a time after the Lock-Up Termination Date when Form S-3 or Form F-3 is available for registration, the Company shall receive from a Holder a written request that the Company effect a registration on Form S-3 or Form F-3 of any Registrable Shares held by such Holder, the Company will promptly give written notice of the proposed registration to all other Holders and, as soon as reasonably practicable, effect such registration and all such related qualifications and compliances as may be requested and as would permit or facilitate the sale and distribution of all Registrable Shares as are specified in such request and any written requests of other holders of Registrable Shares given within twenty (20) days after receipt of such notice. The Company shall not be required to file a registration statement under Form S-3 or Form F-3 if it would not be required to file a registration statement under Section 3.1 pursuant to subclause (iii) of the first sentence of Section 3.1(a). The Company shall have no obligation to effect a registration under this Section 3.3 unless the aggregate offering price of the securities requested to be sold pursuant to such registration is, in the good faith judgment of the Board, expected to be equal to or greater than US$5,000,000. The Company shall not be obligated to effect more than two (2) F-3 registrations consecutively in any twelve-month period. Any registration under this Section 3.3 will not be counted as a registration under Section 3.1.
Form F-3 Registration. In case the Company shall receive one or more written requests from any Holder 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, the Company will: (a) Promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) As soon as practicable, 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 or such portion of such Holder's Registrable Securities as are specified in each such request, together with all or such portion of the Registrable Securities of any other Holder joining in such request as are specified in a written request given within thirty (30) 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 or compliance, pursuant to this Section 1.11: (1) if Form F-3 is not available for such offering by the Holders; (2) if the aggregate offering price of the Registrable Securities to be registered (net of underwriters' discounts and commissions) does not exceed $500,000; (3) if the Company shall furnish to the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to
