Common use of Registration Statement Covering Resale of Registrable Securities Clause in Contracts

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.5, TopCo shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will “review” the Registration Statement) and (ii) ten (10) Business Days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo is eligible to use Form F-3 or S-3.

Registration Statement Covering Resale of Registrable Securities. Provided Subject to compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty forty five (3045) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by pursuant to any method or combination of methods legally available to, and requested by, the Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable after filing, but in any event no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof (or one hundred twenty (120) days if the SEC Commission notifies TopCo the Company that it will “review” the Registration Statement) after the date of this Agreement and (ii) ten the tenth (1010th) Business Days Day after TopCo the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Registration Statement will not be “reviewed” or will not be subject to further review, and and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo the Company is eligible to use Form F-3 or S-3. When effective, a Registration Statement filed pursuant to this Section 2.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act.

Registration Statement Covering Resale of Registrable Securities. Provided Subject to compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty forty five (3045) calendar days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by pursuant to any method or combination of methods legally available to, and requested by, the Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable after filing, but in any event no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days if the SEC Commission notifies TopCo the Company that it will “review” the Registration Statement) after the date of this Agreement and (ii) ten the tenth (1010th) Business Days Day after TopCo the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Registration Statement will not be “reviewed” or will not be subject to further review, and and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo the Company is eligible to use Form F-3 or S-3. When effective, a Registration Statement filed pursuant to this Section 2.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but and in no event later than the earlier of (i) sixty (60) calendar 90 days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will “review” the Registration Statement) and (ii) ten (10) Business Days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewis filed with the Commission, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable promptly after TopCo the Company is eligible to use Form F-3 S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or S-3combination of methods legally available to, and requested by, the Investors. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a “plan of distribution” approved by Hunter Investors holding a majority of the shares held by the Hunter Investors.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, as soon as reasonably practical, but in no event later than thirty ten (3010) calendar days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicableS-l, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but and in no event later than the earlier of (ix) sixty (60) the 60th calendar days day after the filing thereof Closing (or ninety (90) the 90th calendar days after the filing thereof day if the SEC notifies TopCo (orally or in writing, whichever is earlier) the Company that it will “review” the Resale Shelf Registration Statement) and and, (iiy) ten the fifth (105th) Business Days Day after TopCo the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review, and once . Once effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness PeriodPeriod (as defined below). In the event that TopCo the Company files a Form F-1 or S-1 S-l pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 S-l to a Form F-3 or S-3 as soon as practicable promptly after TopCo the Company is eligible to use Form F-3 S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or S-3combination of methods legally available to, and requested by, the Investors, including the registration of the distribution to its shareholders, partners, members or other affiliates. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a “plan of distribution” approved by Investors holding a majority of the Registrable Securities.

Registration Statement Covering Resale of Registrable Securities. Provided Subject to compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty sixty (3060) calendar days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by pursuant to any method or combination of methods legally available to, and requested by, the Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable after filing, but in any event no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days if the SEC Commission notifies TopCo the Company that it will “review” the Registration Statement) after the date of this Agreement and (ii) ten the tenth (1010th) Business Days Day after TopCo the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Registration Statement will not be “reviewed” or will not be subject to further review, and and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo the Company is eligible to use Form F-3 or S-3. When effective, a Registration Statement filed pursuant to this Section 2.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act.