Common use of Registration Other Than on Form Clause in Contracts

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for any reason a Registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) is not available to the Company at the time a Registration Request is made under Section 2.1, the Initiating Holders may request the Company in writing to effect the Registration of at least fifteen percent (15%) of their Registrable Securities (or any lesser percentage if the anticipated gross proceeds from such offering exceed US$5,000,000). Upon receipt of such a request, the Company shall (a) promptly give written notice of the proposed Registration to all other Holders and (b) as soon as practicable, 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 and/or qualified for sale and distribution in such jurisdictions as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.2 (it being the understanding of the Parties that a request given under this Section 2.2 shall be deemed to have been effected for purposes of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request).

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for at any reason a Registration on Form F-3 time or Form S-3 from time to time after the date that is six (6) months after the closing of the IPO, Holders holding thirty percent (30%) or any comparable form for Registration in a jurisdiction other than more of the United States) is not available to voting power of the Company at the time a Registration Request is made under Section 2.1, the Initiating then outstanding Registrable Securities held by all Holders may request in writing that the Company in writing to effect the a Registration of at least fifteen percent (15%) of their Registrable Securities (or any lesser percentage if the having an anticipated gross proceeds from such aggregate offering exceed price, net of underwriting discounts and commissions, in excess of US$5,000,000)15,000,000. Upon receipt of such a request, the Company shall (ax) promptly give written notice of the proposed Registration to all other Holders and (by) as soon as practicable, 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 and/or qualified for sale and distribution in such jurisdictions jurisdiction as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.2 (it being 2.1 that have been declared and ordered effective; provided that if the understanding sale of all of the Parties that a request given under Registrable Securities sought to be included pursuant to this Section 2.2 2.1 is not consummated, such Registration shall not be deemed to have been effected for purposes constitute one of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request)Registration rights granted pursuant to this Section 2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for at any reason a Registration on Form F-3 time or Form S-3 from time to time after the earlier date of (i) the closing of the Qualified IPO, or any comparable form for Registration in a jurisdiction other than (ii) the United Statesfifth (5th) is not available to anniversary of the Company at the time a Registration Request is made under Section 2.1Preferred Share Issue Date, the Initiating Holders may request the Company in writing to effect the Registration of at least holding fifteen percent (15%) or more of their the voting power of the then outstanding Registrable Securities (or any lesser percentage if held by all Holders may request in writing that the anticipated gross proceeds from such offering exceed US$5,000,000)Company effect a Registration of Registrable Securities. Upon receipt of such a request, the Company shall (ai) promptly give written notice of the proposed Registration to all other Holders Holders, and (bii) as soon as practicable, 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 after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdictions jurisdiction as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect consummate no more than two three (23) Registrations pursuant to this Section 2.2 (it being 2.1 that have been declared and ordered effective; provided that if the understanding of Registrable Securities sought to be included in the Parties that a request given under Registration pursuant to this Section 2.2 2.1 are not fully included in the Registration for any reason, such Registration shall not be deemed to have been effected for purposes constitute one (1) of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request)Registration rights granted pursuant to this Section 2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for at any reason a Registration on Form F-3 time or Form S-3 from time to time after the date that is six (6) months after the closing of the IPO, Holders holding ten (10%) or any comparable form for Registration in a jurisdiction other than more of the United States) is not available to voting power of the Company at the time a Registration Request is made under Section 2.1, the Initiating then outstanding Registrable Securities held by all Holders may request in writing that the Company in writing to effect the Registration of at least fifteen percent (15%) of their Registrable Securities (or any lesser percentage if the anticipated gross proceeds from such offering exceed US$5,000,000)a Registration. Upon receipt of such a request, the Company shall (ax) promptly give written notice of the proposed Registration to all other Holders and (by) as soon as practicable, 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 after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdictions jurisdiction as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect consummate no more than two three (23) Registrations pursuant to this Section 2.2 (it being 2.1 that have been declared and ordered effective; provided that if the understanding 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 Parties that a request given under this Section 2.2 Holders including Registrable Securities in such Registration, such Registration shall not be deemed to have been effected for purposes constitute one of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request)Registration rights granted pursuant to this Section 2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if at any time or from time to time after earlier of (i) the fourth (4th) anniversary of October 1, 2018, or (ii) the completion of a Qualified IPO, Holders holding twenty percent (20%) or more of the voting power of the then outstanding Registrable Securities held by all Holders are entitled to request in writing that the Company effect a Registration for any reason a Registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) is not available to the Company at the time a Registration Request is made under Section 2.1, the all of Initiating Holders may request the Company in writing to effect the Registration of at least fifteen percent (15%) of their Holder’s Registrable Securities (or any lesser percentage if the anticipated gross proceeds from such offering exceed US$5,000,000)Securities. Upon receipt of such a request, the Company shall (ax) promptly give written notice of the proposed Registration to all other Holders and (by) as soon as practicable, 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 after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdictions jurisdiction as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall not be obligated to effect no more than two (2) Registrations pursuant to this Section 2.2 (it being 2.1 that have been declared and ordered effective; provided that if the understanding sale of all of the Parties that a request given under Registrable Securities sought to be included pursuant to this Section 2.2 2.1 is not consummated solely due to the action or inaction of the Company, such Registration shall not be deemed to have been effected for purposes constitute one of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request)Registration rights granted pursuant to this Section 2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for at any reason a Registration on Form F-3 time or Form S-3 from time to time after the earlier of (or any comparable form for Registration in a jurisdiction other than i) May 27, 2023, and (ii) the United Statesdate that is six (6) is not available to months after the Company at closing of the time a Registration Request is made under Section 2.1IPO, the Initiating Holders holding ten percent (10%) or more of the voting power of the then outstanding Registrable Securities held by all the Holders may request in writing that the Company in writing to effect the a Registration of at least fifteen percent (15%) of their the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from such offering exceed US$5,000,000)Securities. Upon receipt of such a request, the Company shall (ai) promptly give written notice of the proposed Registration to all the other Holders Holders, and (bii) as soon as practicable, 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 and/or qualified for sale and distribution in such jurisdictions jurisdiction as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect no more than two three (23) Registrations pursuant to this Section 2.2 (it being 2.1 that have been declared and ordered effective; provided that if the understanding sale of all of the Parties that a request given under Registrable Securities sought to be included pursuant to this Section 2.2 2.1 is not consummated, such Registration shall not be deemed to have been effected for purposes constitute one of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request)Registration rights granted pursuant to this Section 2.1.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for at any reason a Registration on Form F-3 time after the earlier of (i) the fourth (4th) anniversary of the Closing Date or Form S-3 (or any comparable form for Registration in a jurisdiction other than ii) six (6) months following the United Statesclosing of the Company’s IPO, Holder(s) is not available to the Company at the time a Registration Request is made under Section 2.1, the Initiating Holders may request the Company in writing to effect the Registration of holding at least fifteen percent (15%) 10% or more of their the issued and outstanding Registrable Securities (or on an as-converted basis) may request in writing that the Company effect a Registration of Registrable Securities on any lesser percentage if the anticipated gross proceeds from internationally recognized exchange that is reasonably acceptable to such offering exceed US$5,000,000requesting Holder(s). Upon receipt of such a request, the Company shall (ax) 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 (by) as soon as practicable, 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 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 jurisdictions jurisdiction as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect no more than two three (23) Registrations pursuant to 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 pursuant to this Section 2.2 (it being 2.1 hereof is not consummated for any reason other than due to the understanding action or inaction of the Parties that a request given under this Section 2.2 Holders including Registrable Securities in such Registration, such Registration shall not be deemed to have been effected for purposes constitute one of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request)Registration rights granted pursuant to Section 2.1 hereof.

Registration Other Than on Form. F-3 or Form S-3. Subject to the terms of this Agreement, if for at any reason a Registration on Form F-3 time or Form S-3 from time to time after the date that is six (6) months after the closing of the IPO, Holders holding ten percent (10%) or any comparable form for Registration in a jurisdiction other than more of the United States) is not available to voting power of the Company at the time a Registration Request is made under Section 2.1, the Initiating then outstanding Registrable Securities held by all Holders may request in writing that the Company in writing to effect the a Registration of at least fifteen percent (15%) of their Registrable Securities (or any lesser percentage if the having an anticipated gross proceeds from such aggregate offering exceed US$5,000,000)price, net of underwriting discounts and commissions, in excess of $10,000,000. Upon receipt of such a request, the Company shall (ax) promptly give written notice of the proposed Registration to all other Holders and (by) as soon as practicable, 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 after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdictions jurisdiction as the Initiating Holders may reasonably request; provided that the Company shall use its commercially reasonable efforts to cause such Registration and/or qualification to be complete as soon as practicable after the receipt of such request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.2 (it being 2.1 that have been declared and ordered effective; provided that if the understanding sale of all of the Parties that a request given under Registrable Securities sought to be included pursuant to this Section 2.2 2.1 is not consummated, such Registration shall not be deemed to have been effected for purposes constitute one of the foregoing even if subsequently withdrawn by Holders of Registrable Securities included in such registration request)Registration rights granted pursuant to this Section 2.1.