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

Registration Statement Covering Resale of Registrable Securities. The holders of Registrable Securities may at any time and from time to time, request in writing that Parent register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar short-form registration which may be available at such time (the “Resale Shelf Registration Statement”); provided, however, that (i) Parent shall not be obligated to effect such request through an underwritten offering and (ii) Parent shall not be obligated to effect more than two such requests. Upon receipt of such written request, Parent will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of Parent, if any, of any other 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 Parent; provided, however, that Parent shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 or Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of Parent entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registration Statement Covering Resale of Registrable Securities. The holders of Registrable Securities may at any time and from time to time, request in writing that Parent Purchaser register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar short-form registration which may be available at such time (the “Resale Shelf Registration StatementForm S-3/Form F-3”); provided, however, that (i) Parent Purchaser shall not be obligated to effect such request through an underwritten offering and (ii) Parent Purchaser shall not be obligated to effect more than two such requests. Upon receipt of such written request, Parent Purchaser will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of Parentthe Purchaser, if any, of any other 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 Parentthe Purchaser; provided, however, that Parent the Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.32.2.4: (i) if Form S-3 or Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of Parent Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000500,000. Registrations effected pursuant to this Section 2.3 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registration Statement Covering Resale of Registrable Securities. The holders of Registrable Securities may at any time and from time to time, request in writing that Parent Purchaser register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar short-form registration which may be available at such time (the “Resale Shelf Registration StatementForm S-3/Form F-3”); provided, however, that (i) Parent Purchaser shall not be obligated to effect such request through an underwritten offering and (ii) Parent Purchaser shall not be obligated to effect more than two such requests. Upon receipt of such written request, Parent Purchaser will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of Parentthe Purchaser, if any, of any other 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 Parentthe Purchaser; provided, however, that Parent the Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.32.2.4: (i) if Form S-3 or Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of Parent Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000500,000. Registrations effected pursuant to this Section 2.3 2.3.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registration Statement Covering Resale of Registrable Securities. The holders of a majority-in-interest of the Registrable Securities may at any time and from time to time, request in writing that Parent the Purchaser register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar short-form registration which may be available at such time (the “Form S-3/Form F-3” or “Resale Shelf Registration Statement”); provided, however, that (i) Parent the Purchaser shall not be obligated to effect such request through an underwritten offering and (ii) Parent the Purchaser shall not be obligated to effect more than two such requests. Upon receipt of such written request, Parent the Purchaser will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of Parentthe Purchaser, if any, of any other 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 Parentthe Purchaser; provided, however, that Parent the Purchaser shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 or Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of Parent the Purchaser entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registration Statement Covering Resale of Registrable Securities. The holders of Registrable Securities may at any time and from time to time, request in writing that Parent Pubco register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar short-form registration which may be available at such time (the “Resale Shelf Registration Statement”); provided, however, that (i) Parent Pubco shall not be obligated to effect such request through an underwritten offering and (ii) Parent Pubco shall not be obligated to effect more than two such requests. Upon receipt of such written request, Parent Pubco will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of ParentPubco, if any, of any other 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 ParentPubco; provided, however, that Parent Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 or Form F-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of Parent Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Registration Statement Covering Resale of Registrable Securities. The holders Holders of Registrable Securities may at any time and from time to time, time following the Closing Date (but subject to the Lockup Period) may request in writing that Parent the Company register the resale of any or all of such Registrable Securities on Form S-3, Form F-3 or any similar short-form registration which may be available at such time (the “Resale Shelf Registration StatementForm F-3”); provided, however, that (i) Parent the Company shall not be obligated to effect such request through an underwritten offering and (ii) Parent shall not be obligated to effect more than two such requestsUnderwritten Offering. Upon receipt of such written request, Parent the Company will promptly give written notice of the proposed registration Registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration Registration of all or such portion of such holderHolder’s or holdersHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities Equity Securities of Parentthe Company, if any, of any other holder Holder or holders Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Parentthe Company; provided, however, that Parent the Company shall not be obligated to effect any such registration Registration pursuant to this Section 2.3: (i) if Form S-3 or Form F-3 is not available for such offering; or (ii) if the holders Holders of the Registrable Securities, together with the holders of any other securities Equity Securities of Parent the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Securities and such other securities Equity Securities (if any) at any aggregate price to the public of less than $1,000,000500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. The Company shall use reasonable best efforts to cause the Form F-3 to be declared effective as soon as possible after filing but no later than the 90th day (or 120th day if the SEC notifies the Company that it will “review” the Registration Statement) following the filing date thereof; provided, however, that the Company’s obligations to include the Registrable Securities held by a Holder in the Form F-3 are contingent upon such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations. Once effective, the Company shall use reasonable best efforts to keep the Form F-3 and Prospectus included therein continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until the earliest of (i) the date on which all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement and (ii) the date on which all Registrable Securities and other securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement, and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, Holders, including through a Permitted Distribution in Kind.