Common use of Form S-3/F-3 Registration Clause in Contracts

Form S-3/F-3 Registration. Following the Closing, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a Registration Statement on Form S-3/F-3 under the Securities Act. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3/F-3, and any related qualification or compliance, with respect to Registrable Shares, the Company shall within ten (10) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice. Thereupon, the Company shall 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 or Holders’ Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Holder or Holders joining in such request as are specified in a written request given within seven (7) days after receipt of such written notice from the Company. The Holders may use such Form S-3/F-3 to dispose of their Registrable Shares on a non-underwritten basis, and, to the extent permissible under SEC rules, may utilize such Form S-3/F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form S-3/F-3 as may be necessary to name such Holder therein as a selling shareholder and otherwise permit such Holder to sell Registrable Shares thereunder.

Form S-3/F-3 Registration. Following After the Closinginitial public offering of its securities registered under the Securities Act, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a Registration Statement on Form S-3/F-3 under the Securities Act. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3/F-3, and any related qualification or compliance, with respect to Registrable Shares, the Company shall within ten twenty (1020) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice; provided that any Holder who holds Registrable Shares that are subject to restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 of the Sponsor Letter Agreement shall have any right to have such Holder’s Registrable Shares that are subject to such restriction on Transfer or forfeiture participate in such registration or offering except to the extent such restriction on Transfer or forfeiture has expired or been waived. Thereupon, the Company shall 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 or Holders’ Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Holder or Holders joining in such request as are specified in a written request given within seven (7) 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, compliance or offering, pursuant to this Section 2.5, if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it is not in the Company’s best interests to file such Form S-3/F-3, in which event the Company may defer the filing for up to ninety (90) days once during any twelve (12) month period. The Holders may use such Form S-3/F-3 to dispose of their Registrable Shares on a non-underwritten basis, and, to the extent permissible under SEC rules, may utilize such Form S-3/F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form S-3/F-3 as may be necessary to name such Holder therein as a selling shareholder and otherwise permit such Holder to sell Registrable Shares thereunder.