Common use of Registration Other Than on Form F-3 or Form S-3 Clause in Contracts

Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the date whichever is earlier: i) six (6) months after the closing of the IPO; or ii) December 31, 2024, Holders holding twenty percent (20%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration of Registrable Securities. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to consummate no more than three (3) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 are not fully included in the Registration for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Appears in 4 contracts

Samples: Shareholders Agreement (ZKH Group LTD), Shareholders Agreement (ZKH Group LTD), Shareholders Agreement (ZKH Group LTD)

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Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the date whichever is earlier: i) six (6) months after the closing of the following an IPO; or ii) December 31, 2024, Holders holding twenty twenty-five percent (2025%) or more of the in voting power of the then outstanding Registrable Securities then held by all Holders the Preferred Shareholders may request the Company in writing that to effect the Company effect a Registration of Registrable SecuritiesSecurities and/or ADSs. Upon receipt of such a request, the Company shall (xa) promptly give written notice of the proposed Registration to all other Holders and (yb) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities and/or ADSs specified in the request, together with any Registrable Securities and/or ADSs of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction jurisdictions as the Initiating Holders may reasonably request. The Company shall not be obligated to consummate no more than take any action to effect any Registration pursuant to this Section 2.1 after the Company has effected three (3) Registrations pursuant to this Section 2.1 that have been declared (with ADSs and ordered effectivetheir underlying Common Shares constituting a single registration); provided that if the sale of all of the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 are is not fully included in the Registration consummated for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Appears in 1 contract

Samples: Share Purchase Agreement (China Kanghui Holdings)

Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the date whichever is earlier: ifourth (4th) six (anniversary of November 6, 2019, Holder(s) months after the closing of the IPO; or ii) December 31, 2024, Holders holding twenty percent (20%) at least 10% or more of the voting power of the then issued and outstanding Registrable Securities held by all Holders (on an as-converted basis) may request in writing that the Company effect a Registration of Registrable SecuritiesSecurities on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s). Upon receipt of such a request, the Company shall (x) promptly within ten (10) Business Days of the receipt of such written request give written notice of the proposed Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen twenty (1520) days after receipt of the Company’s delivery of such written noticerequest, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to consummate effect no more than three (3) Registrations pursuant to this Section 2.1 hereof that have been declared and ordered effective; provided that if the sale of all of the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 are hereof is not fully included in the Registration consummated for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.12.1 hereof.

Appears in 1 contract

Samples: Convertible Notes and Warrant Purchase Agreement (Q&K INTERNATIONAL GROUP LTD)

Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the date whichever is earlier: i) six (6) months after the closing of the following an IPO; or ii) December 31, 2024, Holders holding twenty twenty-five percent (2025%) or more of the in voting power of the then outstanding Registrable Securities held by all Holders may request the Company in writing that to effect the Company effect a Registration of Registrable SecuritiesSecurities and/or ADSs. Upon receipt of such a request, the Company shall (xa) promptly give written notice of the proposed Registration to all other Holders and (yb) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities and/or ADSs specified in the request, together with any Registrable Securities and/or ADSs of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction jurisdictions as the Initiating Holders may reasonably request. The Company shall not be obligated to consummate no more than take any action to effect any Registration pursuant to this Section 2.1 after the Company has effected three (3) Registrations pursuant to this Section 2.1 that have been declared (with ADSs and ordered effectivetheir underlying Common Shares constituting a single registration); provided that if the sale of all of the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 are is not fully included in the Registration consummated for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Appears in 1 contract

Samples: Share Restriction Agreement (China Kanghui Holdings)

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Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this AgreementAppendix, at any time or from time to time after the date whichever is earlier: i) six (6) months after the closing of the an IPO; or ii) December 31, 2024, Holders holding twenty percent (at least 20%) % or more of the voting power of the then outstanding Registrable Securities held by all Holders may request the Company in writing that to effect the Company effect a Registration of Registrable SecuritiesSecurities that they hold for which the reasonably anticipated aggregate price to the public, net of Selling Expenses, would exceed US$2,000,000. Upon receipt of such a request, the Company shall (xa) promptly (and in any event within 10 days) give written notice of the proposed Registration to all other Holders and (yb) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen ten (1510) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution to the public in such jurisdiction jurisdictions as the Initiating Holders may reasonably request. The Company shall be obligated to consummate effect no more than three (3) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the Registrable Securities sought to be included in the one Registration pursuant to this Section 2.1 are within any twelve-month period; provided if the sale of all of the Registrable Securities requested to be included pursuant to this Section 2.1 is not fully included in the Registration consummated for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted effected by Company pursuant to this Section 2.1.

Appears in 1 contract

Samples: Investors Rights Agreement (China Techfaith Wireless Communication Technology LTD)

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