Common use of Request by Investor Clause in Contracts

Request by Investor. If the Company shall at any time after six (6) months after the date of this Agreement receive a written request from Investor that the Company effect a registration, qualification or compliance with respect to the Registrable Securities pursuant to this Section 3.4, then the Company shall use its best efforts to effect, within ten (10) Business Days of such request, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, subject only to the limitations of this Section 3.4; provided that the Company shall not be obligated to effect any such registration: (i) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.4(a), and each such registration has been declared or ordered effective; or (iii) If Investor may dispose of shares of Registrable Securities pursuant to an effective registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.6 hereof. The Company shall not undertake, or be required to undertake, any action to qualify, register or list any securities on any exchange other than the Nasdaq in connection with this Section 3.4, provided that the ADSs continue to be listed on the Nasdaq.

Appears in 3 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (GDS Holdings LTD), Investor Rights Agreement (CyrusOne Inc.)

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Request by Investor. If (i) with respect to one-half of the number of Subject Shares, the Company shall at any time after six the issuance of the Subject Shares and (6ii) with respect to the remaining Subject Shares, the Company shall at any time three (3) months after the date of this Agreement Agreement, receive a written request from Investor that the Company effect a registration, qualification or compliance with respect to the Registrable Securities pursuant to this Section 3.42.4, then the Company shall use its best efforts to effect, within ten (10) Business Days of such request, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, subject only to the limitations of this Section 3.42.4; provided that the Company shall not be obligated to effect any such registration: (i) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration pursuant to this Section 2.4(a), a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) ), or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.4(a2.4(a), and each such registration has been declared or ordered effective; or (iii) If Investor may dispose of shares of Registrable Securities pursuant to an effective registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.6 2.6 hereof. The Company shall not undertake, or be required to undertake, any action to qualify, register or list any securities on any exchange other than the Nasdaq in connection with this Section 3.42.4, provided that the ADSs continue to be listed on the Nasdaq.

Appears in 2 contracts

Samples: Investor Rights Agreement (GDS Holdings LTD), Investor Rights Agreement (GDS Holdings LTD)

Request by Investor. If Subject to the Company shall at any time after six (6) months after the date terms and conditions of this Agreement receive Agreement, commencing after one hundred eighty (180) days following the consummation of the first Public Listing, any Requisite Investor(s) shall have the right to make a written request from Investor that time to time (a “Demand Registration Request”) to the Company effect a for registration, qualification or compliance with respect to of all or part of the Registrable Securities pursuant to this Section 3.4, then the held by such Requisite Investor(s). The Company shall use its best efforts to effect, within ten thirty (1030) Business Days of such request, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, subject only to the limitations of this Section 3.4; ‎Section 2.01. Any such registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration”, provided that that, the Company shall not be obligated to effect any such registration:registration requested by any Requisite Investor(s): (i) During during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration pursuant to this Section 2.01(a), a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) ), or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After after the Company has effected two (2) such registrations requested by such Investor (but not the other Investors) pursuant to this Section 3.4(a2.01(a), and each such registration has been declared or ordered effective; or (iii) If if such Investor may dispose of shares of Registrable Securities pursuant to an effective registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.6 2.03 hereof. The Company shall not undertake, or be required to undertake, any action to qualify, register or list any securities on any exchange other than the Nasdaq in connection with this Section 3.4, provided that the ADSs continue to be listed on the Nasdaq.

Appears in 1 contract

Samples: Series B Preferred Share Subscription Agreement (GDS Holdings LTD)

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Request by Investor. If the Company shall at any time after six (6) months after the date of this Agreement receive a written request from Investor that the Company effect a registration, qualification or compliance with respect to the Registrable Securities pursuant to this Section 3.44.7, then the Company shall use its best efforts to effect, within ten (10) Business Days of the receipt of such written request, such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, subject only to the limitations of this Section 3.44.7; provided that the Company shall not be obligated to effect any such registration: (i) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) After the Company has effected two (2) such registrations pursuant to this Section 3.4(a)4.7, and each such registration has been declared or ordered effective; or (iii) If Investor may dispose of shares of Registrable Securities pursuant to an effective a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (“Form S-3/F-3”) pursuant to a request made under Section 3.6 4.9 hereof. The Company shall not undertake, or be required to undertake, any action to qualify, register or list any securities on any exchange other than the Nasdaq in connection with this Section 3.4, provided that the ADSs continue to be listed on the Nasdaq.

Appears in 1 contract

Samples: Investor Rights Agreement (GDS Holdings LTD)

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