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 earlier of (a) the fifth (5th) anniversary of the Effective Date or (b) the date that is six (6) months after the consummation of an IPO, Holders holding forty percent (40%) of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration on any internationally recognized exchange that is reasonably acceptable to such requesting Holder. 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, and in any event within sixty (60) days after the date such request is given pursuant to this Section 2.1, use its commercially reasonable 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 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 two (2) Registrations pursuant to this Section 2.1 that have been declared and ordered effective.

Appears in 2 contracts

Samples: Second Amended and Restated Shareholders Agreement (LianBio), Second Amended and Restated Shareholders Agreement (LianBio)

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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 earlier of (a) the fifth (5th) anniversary of the Effective Date or (b) the date that is six (6) months after the consummation of an the IPO, Holders holding forty percent (40%) any of the voting power of the then outstanding Registrable Securities held by all Initiating Holders may request in writing that the Company effect a Registration on any internationally recognized exchange that is reasonably acceptable of Registrable Securities (together with the Registrable Securities which the other Holders elect to include in such requesting HolderRegistration). Upon receipt of such a request, the Company shall promptly (x) promptly give written notice of the proposed Registration to all other Holders (and all other Holders shall have the right to join such Registration) and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given pursuant to this Section 2.1, use its commercially 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 Business Days after the Company’s delivery of written notice, to be Registered or qualified for sale and distribution in such jurisdiction as with the Initiating Holders may requestCommission. The Company shall be obligated to consummate no more than two (2) Registrations initiated by the Co-Investor Initiating Holders and no more than two (2) Registrations initiated by the Xxxxx Initiating Holders pursuant to this Section 2.1 9.1 that have been declared and ordered effective.

Appears in 1 contract

Samples: Shareholders’ Agreement (Wanda Sports Group Co 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 earlier of (a) the fifth (5th) anniversary of the Effective Date or (b) the date that is six (6) months after the consummation closing of an the IPO, Holders holding forty ten percent (4010%) 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 on any internationally recognized exchange that is reasonably acceptable to such requesting Holderof Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of USD10,000,000 (a “Demand Registration”). Upon receipt of such a request, the Company shall (x) promptly within ten (10) days give written notice of the proposed Demand Registration to all other Holders and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given pursuant to this Section 2.1, use its commercially 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 Demand Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered or 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 two three (23) Demand Registrations pursuant to this Section 2.1 that have been declared and ordered effective.

Appears in 1 contract

Samples: Joinder Agreement (Baozun Inc.)

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