Common use of Notice of Registration; Registration Clause in Contracts

Notice of Registration; Registration. In case the Company shall receive from Initiating Holders or Exchangeable Share Initiating Holders, as the case may be, a written request that the Company effect any registration, qualification or compliance (other than a registration on Form F-3 or any successor form) with respect to (a) Registrable Securities that, as of the date of the request, have an aggregate market value of at least $15 million or (b) such Registrable Securities represent at least 10% of the then outstanding Ordinary Shares of the Company, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders 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, provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) Prior to the earlier of (a) five (5) years following December 26, 1997, or (b) six months after the effective date of the registration statement pertaining to the first underwritten firm commitment public offering of securities of the Company for its own account (other than a registration relating solely to a Commission Rule 145 transaction or a registration relating solely to employee benefit plans); (i) In the case of a demand made by Initiating Holders, if the Company has previously effected two (2) such registrations of Preferred (and Ordinary Shares issued upon conversion thereof) such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold and (ii) in the case of a demand made by the Exchangeable Share Initiating Holders, if the Company has previously effected one (1) such registration of Exchangeable Shares (and Ordinary Shares issued upon conversion thereof) and such registration has been declared or ordered effective and the securities offered pursuant to such registration has been sold. (4) If at the time of the request to register Registrable Securities the Company gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a firmly underwritten registered public offering in which the Holders may include Registrable Securities pursuant to Section 5, 6 or 7 hereof. (5) Within 180 days after the effective date of any other registration effected pursuant to this Section 5.1. Subject to the foregoing clauses (1) through (5) and to Section 5.3, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be.

Notice of Registration; Registration. In case the Company shall receive from Initiating Holders or Exchangeable Share Initiating Holders, as the case may be, a written request that the Company effect any registration, qualification or compliance (other than a registration on Form F-3 S-3 or any successor form) with respect to (a) at least 20% of the Registrable Securities that, as of then held by the date of the request, have Initiating Holders (or any lesser percentage resulting in an aggregate market value offering price to the public of at least $15 million or (b) such Registrable Securities represent 10,000,000 at a price of at least 10% of the then outstanding Ordinary Shares of the Company$13.00 per share (as adjusted for stock splits, dividends, subdivision, combinations, reclassifications and like events)), the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best all reasonable efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5: (1) In any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) Prior to the earlier of (a) five three (53) years following December 26, 1997the date of this Agreement, or (b) six months after the effective date of the registration statement pertaining to the first underwritten firm commitment public offering of securities of the Company for its own account (other than a registration relating solely to a Commission Rule 145 transaction or a registration relating solely to employee benefit plans); (i3) In the case of a demand made by Initiating Holders, if After the Company has previously effected two (2) such registrations of Preferred (pursuant to this Section 5 and Ordinary Shares issued upon conversion thereof) such registrations have been declared or ordered effective and all or a portion of the securities offered pursuant to such registrations have been sold and (ii) in the case of a demand made by the Exchangeable Share Initiating Holders, if the Company has previously effected one (1) such registration of Exchangeable Shares (and Ordinary Shares issued upon conversion thereof) and such registration has been declared or ordered effective and the securities offered pursuant to such registration has been sold.; or (4) If at the time of the request to register Registrable Securities the Company gives notice within thirty (30) days of such request that it is engaged or has fixed bona fide plans to engage within thirty (30) days of the time of the request in a firmly underwritten registered public offering in which the Holders may include Registrable Securities pursuant to Section 5, 6 or 7 hereof. (5) Within 180 days after the effective date of any other registration effected pursuant to this Section 5.1. Subject to the foregoing clauses (1l) through (54) and to Section 5.3, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be.

Notice of Registration; Registration. In case the Company Corporation ------------------------------------ shall receive from Initiating Holders or Exchangeable Share Initiating Holders, as the case may be, a written request that the Company Corporation effect any registration, qualification or compliance (other than a registration on Form F-3 S-3 or any successor form) with respect to (a) Registrable Securities that, as of the date of the request, have an aggregate market value of at least $15 million or (b) such Registrable Securities represent at least 1050% of the then outstanding Ordinary Shares of Registrable Securities (or any lesser percentage if the Companyaggregate offering price to the public would be more than $10,000,000), the Company Corporation will: (ia) promptly give written notice of the proposed registration to all other Holders; and (iib) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations regulations; issued under the Securities Act) as may way be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders 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, provided, however, Corporation; provided that the Company Corporation shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5: (1) In any particular jurisdiction in which the Company Corporation would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) Prior to the earlier of January 1, 2003 or the date one hundred eighty (a180) five (5) years following December 26, 1997, or (b) six months days after the effective date of the registration statement pertaining to the first underwritten firm commitment public offering of securities of the Company Corporation for its own account (other than a registration relating solely to a Commission Rule 145 transaction or a registration relating solely to employee benefit plans); (i3) In After the case of a demand made by Initiating Holders, if the Company Corporation has previously effected two (2) such registrations of Preferred (other than registrations on Form S-3 or any successor form) pursuant to this Section 5 and Ordinary Shares issued upon conversion thereof) such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold and (ii) in the case of a demand made by the Exchangeable Share Initiating Holders, if the Company has previously effected one (1) such registration of Exchangeable Shares (and Ordinary Shares issued upon conversion thereof) and such registration has been declared or ordered effective and the securities offered pursuant to such registration has been sold.; or (4) If at the time of the request to register Registrable Securities the Company Corporation gives notice within thirty fifteen (3015) days of such request that it is engaged or has fixed plans to engage within thirty ninety (3090) days of the time of the request in a firmly underwritten registered public offering in as to which the Holders may include Registrable Securities pursuant to Section 5, 6 or 7 hereof. (5) Within 180 days after the effective date of any other registration effected pursuant to this Section 5.1. Subject to the foregoing clauses (1) through (54) and to Section 5.3, the Company Corporation shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be.

Notice of Registration; Registration. In case the Company shall ------------------------------------ receive from Initiating Holders or Exchangeable Share Initiating Holders, as the case may be, a written request that the Company effect any registration, qualification or compliance (other than a registration on Form F-3 S-3 or any successor form) with respect to (a) Registrable Securities that, as of the date of the request, have that would result in an aggregate market value offering of at least $15 million or (b) such Registrable Securities represent at least 10% of the then outstanding Ordinary Shares of the Company15,000,000, the Company will: (ia) promptly give written notice of the proposed registration to all other Holders; and (iib) subject to Section 5.3, use its reasonable efforts to effect, as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-post- effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with (i) all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) business days after receipt of such written notice from the Company, providedand (ii) such additional securities as the Company may desire to register, howeverincluding, but not limited to, securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration; provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5: (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance or subject the Company to taxation in such jurisdiction unless the Company is already subject to service in such jurisdiction or taxation in such jurisdiction, respectively, and except as may be required by the Securities Act; (2ii) Prior to the earlier of (a) five (5) years following December 26, 1997, or (b) six months after the effective date of the registration statement pertaining to the first underwritten firm commitment public offering of securities of the Company for its own account (other than a registration relating solely to a Commission Rule 145 transaction or a registration relating solely to employee benefit plans); (i) In the case of a demand made by Initiating Holders, if After the Company has previously effected two (2) such registrations of Preferred (and Ordinary Shares issued upon conversion thereof) such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold and (ii) in the case of a demand made by the Exchangeable Share Initiating Holders, if the Company has previously effected one (1) such registration of Exchangeable Shares (and Ordinary Shares issued upon conversion thereof) pursuant to this Section 5 and such registration has been declared or ordered effective and the securities offered pursuant to such registration has have been sold.; (4iii) If at the time of the request to register Registrable Securities the Company gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a firmly underwritten registered public offering in as to which the Holders may include Registrable Securities pursuant to Section 5, 6 or 7 hereof.; or (5iv) Within 180 days after Prior to six (6) months following the effective date closing of any other registration effected pursuant to this Section 5.1the IPO. Subject to the foregoing clauses (1i) through (5iv) and to Section 5.3, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be.

Notice of Registration; Registration. In case the Company shall receive from Initiating Holders or Exchangeable Share Initiating Holders, as the case may be, a written request that the Company effect any registration, qualification or compliance (other than a registration on Form F-3 S-3 or any successor form) with respect to (a) Registrable Securities that, as of the date of the request, have that would result in an aggregate market value offering of at least $15 million or (b) such Registrable Securities represent at least 10% of the then outstanding Ordinary Shares of the Company15,000,000, the Company will: (ia) promptly give written notice of the proposed registration to all other Holders (other than Warrant Holders) the Investors, the Founders and the Additional Rightsholders (collectively, the "Shareholders"); and (iib) subject to Section 3.3, use its reasonable efforts to effect, as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with (i) all or such portion of the Registrable Securities of any Holder or Holders Shareholder joining in such request as are specified in a written request given within fifteen ten (1510) business days after receipt of such written notice from the Company, providedand (ii) such additional securities as the Company may desire to register, howeverincluding, but not limited to, securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration; provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 53: (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance or subject the Company to taxation in such jurisdiction unless the Company is already subject to service in such jurisdiction or taxation in such jurisdiction, respectively, and except as may be required by the Securities Act; (2ii) Prior to the earlier of (a) five (5) years following December 26, 1997, or (b) six months after the effective date of the registration statement pertaining to the first underwritten firm commitment public offering of securities of the Company for its own account (other than a registration relating solely to a Commission Rule 145 transaction or a registration relating solely to employee benefit plans); (i) In the case of a demand made by Initiating Holders, if After the Company has previously effected two (2) such registrations of Preferred (and Ordinary Shares issued upon conversion thereof) such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold and (ii) in the case of a demand made by the Exchangeable Share Initiating Holders, if the Company has previously effected one (1) such registration of Exchangeable Shares (and Ordinary Shares issued upon conversion thereof) pursuant to this Section 3 and such registration has been declared or ordered effective and effective; (iii) After the securities offered Company has effected one (1) registration pursuant to Section 5 of the Amended and Restated Rights Agreement, if the Holders have been afforded the opportunity to register their Registrable Securities pursuant to the terms thereof and such registration has been sold.declared or ordered effective; (4iv) If at the time of the request to register Registrable Securities the Company gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a firmly underwritten registered public offering in as to which the Holders (other than Warrant Holders) may include Registrable Securities pursuant to Section 5, 6 4 or 7 hereof.5 hereof or Section 5 of the Amended and Restated Rights Agreement; or (5v) Within 180 days after Prior to twelve (12) months following the effective date closing of any other registration effected pursuant to this Section 5.1the IPO. Subject to the foregoing clauses (1i) through (5v) and to Section 5.33.3, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be.

Notice of Registration; Registration. In case the Company shall receive from Initiating Holders or Exchangeable Share Initiating Holders, as the case may be, a written request that the Company effect any registration, qualification or compliance (other than a registration on Form F-3 S-3 or any successor form) with respect to to, at least thirty percent (a30%) of the Registrable Securities that, as of the date of the request, have an aggregate market value of or at least $15 million or (b) such the number of shares of Registrable Securities represent at least 10% that would reasonably be expected to provide aggregate proceeds, net of underwriting discounts and commissions, to the then outstanding Ordinary Shares Initiating Holders of the Companymore than $10,000,000, the Company will: (i) : i promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders 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, provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2) Prior to the earlier of (a) five (5) years following December 2631, 19972001, or (b) the date six months after following the effective date of the registration statement pertaining to the first underwritten firm commitment public offering of securities of the Company for its own account (other than a registration relating solely to a Commission SEC Rule 145 transaction or a registration relating solely to employee benefit plans)) at a public offering price of at least $8.25 per share (as adjusted for stock splits, stock dividends, reclassifications, and like events) and in which the gross aggregate proceeds received by the Company in such offering equal or exceed $15,000,000; (i3) In the case of a demand made by Initiating Holders, if After the Company has previously effected two (2) such registrations of Preferred (pursuant to this Section 1.5 and Ordinary Shares issued upon conversion thereof) such registrations have been declared or ordered effective and the securities offered pursuant to such registrations registration have been sold and (ii) in the case of a demand made by the Exchangeable Share Initiating Holders, if the Company has previously effected one (1) such registration of Exchangeable Shares (and Ordinary Shares issued upon conversion thereof) and such registration has been declared or ordered effective and the securities offered pursuant to such registration has been sold.; or (4) If at the time of the request to register Registrable Securities the Company gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within thirty sixty (3060) days of the time of the request in a firmly underwritten registered public offering in as to which the Holders may include Registrable Securities pursuant to Section 51.5, 6 1.6 or 7 1.7 hereof. (5) Within 180 days after the effective date of any other registration effected pursuant to this Section 5.1. Subject to the foregoing clauses (1) through (54) and to Section 5.31.5(c), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Initiating Holders or the Exchangeable Share Initiating Holders, as the case may be.

Notice of Registration; Registration. In case If the Company shall receive from Initiating Holders or Exchangeable Share Initiating Holders, as the case may be, a written request that the Company effect any registration, qualification or compliance (other than a registration on Form F-3 or any successor form) with respect to (a) all or at least one-half of the Registrable Securities that, as of the date of the request, have an aggregate market value of at least $15 million or (b) such Registrable Securities represent at least 10% of the then outstanding Ordinary Shares of the Companyheld by Initiating Holders, the Company willshall: (i) promptly give written notice of the proposed registration to all other Holders; and and (ii) as soon as practicable, practicable use its best commercially reasonable efforts to effect such registration, qualification or compliance register (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or amendments and any other state securities laws and appropriate compliance with applicable regulations issued under the Securities Actgovernmental requirements) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of which the Registrable Securities of any Holder or Initiating Holders joining in such request as are specified in a written request given to be registered within fifteen (15) 30 days after receipt of such written notice from the Company, ; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance file a registration statement pursuant to this Section 54: (1A) In prior to six months following the date of this Agreement; (B) in any particular jurisdiction state in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (2C) Prior to the earlier of (a) five (5) years within 120 days following December 26, 1997, or (b) six months after the effective date of any registered offering of the registration statement pertaining Company's securities to the first underwritten firm commitment general public offering in which the Holders of securities of the Company for its own account (other than a Registrable Securities shall have been able effectively to register all Registrable Securities as to which registration relating solely to a Commission Rule 145 transaction or a registration relating solely to employee benefit plans)shall have been requested; (iD) In the case in any registration having an aggregate offering price (before deduction of a demand made by Initiating Holders, if underwriting discounts and expenses of sale) of less than $1,000,000; (E) after the Company has previously effected two (2) such registrations of Preferred (pursuant to this Section 4 and Ordinary Shares issued upon conversion thereof) such registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold and (ii) effective, except as provided in the case of a demand made by the Exchangeable Share Initiating Holders, if the Company has previously effected one (1) such registration of Exchangeable Shares (and Ordinary Shares issued upon conversion thereof) and such registration has been declared or ordered effective and the securities offered pursuant to such registration has been sold. (4) If at the time of the request to register Registrable Securities the Company gives notice within thirty (30) days of such request that it is engaged or has fixed plans to engage within thirty (30) days of the time of the request in a firmly underwritten registered public offering in which the Holders may include Registrable Securities pursuant to Section 5, 6 or 7 hereof. (5) Within 180 days after and provided further, that a registration declared and ordered effective in which less than 80% of the effective date number of any other Registrable Securities that were initially covered in the preliminary prospectus for such registration effected are ultimately disposed of shall not be counted as a registration pursuant to this Section 5.14; or (F) if the Company's audited financial statements would need to be supplemented with audited financials covering stub periods in order to comply with the Securities Act. Subject to the foregoing clauses (1A) through (5) and to Section 5.3F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable practical, but in any event within 90 days after receipt of the request or requests of the Initiating Holders or the Exchangeable Share Initiating Holders, as and shall use commercially reasonable efforts to have such registration statement promptly declared effective by the case Commission, and in any event within 90 days after such filing, whether or not all Registrable Securities requested to be registered can be included; provided, however, that if the Company shall furnish to such Holders a certificate authorized in writing by the Board and signed by the President of the Company stating that in the good-faith judgment of the Board of Directors either (i) it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed within such 90-day period and it is therefore advisable to defer the filing of such registration statement, or (ii) that there exists at the time a Potential Material Event, the Company shall have an additional period of not more than 60 days after the expiration of the initial 90-day period within which to file such registration statement; provided, that during such time the Company may benot file a registration statement for securities to be issued and sold for its own account, and provided, further, that the Company shall not extend the filing of such registration more than one time in any twelve-month period.