Common use of Request for Registration on Form F-3 Clause in Contracts

Request for Registration on Form F-3. Subject to the terms of this Agreement, at any time after the IPO Effective Date, Holders holding at least ten percent (10%) of the Registrable Securities may request the Company in writing to Register Registrable Securities on Form F-3, so long as (i) the Company is entitled to use such a form to Register the Registrable Securities and (ii) the proposed aggregate offering price for such Registration exceeds US$35 million. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give written notice of the proposed Registration to all other Holders and (ii) use best efforts to cause, as soon as practicable, but in no event later than 120 days after the receipt of such written request, 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) Business Days after the Company’s delivery of written notice, to be Registered on that form and qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. Notwithstanding anything contrary contained herein, the Company shall not be obligated to take any action to Register or qualify Registrable Securities pursuant to this Section 2.1(b) if, within the six (6) month period preceding the date of such request, the Company has either (x) already effected a Registration under any of the provisions of this Section 2.1(b) or (ii) already effected a Registration (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holders had the opportunity to participate pursuant to Section 2.2.

Request for Registration on Form F-3. Subject to If Holders (the terms of this Agreement, at any time after the IPO Effective Date, Holders holding at least ten percent (10%“Requesting Holders”) of the Registrable Securities may request that the Company in writing file a Registration Statement on Form F-3 (or any successor form to Register Registrable Securities on Form F-3, so long as or any comparable form for a Registration in a jurisdiction other than the United States, in either case where the Company has had an underwritten public offering of Common Shares) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which would not be less than US$1,000,000 (i) before deduction of underwriting discounts and commissions), and the Company is entitled to use such Form F-3 or a comparable form to Register the Registrable Securities and (ii) the proposed aggregate offering price for such Registration exceeds US$35 million. Upon receipt of such a requestSecurities, the Company shall (i) promptly, and in any event within ten (10) Business Days after receipt of such written request, give prompt written notice of the proposed Registration to all other Holders Holders, and (ii) use best efforts to cause, as soon as practicable, but in no event later than 120 days after use its reasonable best efforts to effect the receipt Registration of such written request, the Registrable Securities specified in the requestrequests of Requesting Holders, together with any Registrable Securities as are specified in a written request of any Holder who requests in writing to join such Registration other Holders given within fifteen (15) Business Days 15 business days after such written notice from the Company’s delivery of written notice, to be Registered on that form and qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably request. Notwithstanding anything contrary contained herein, the The Company shall not be obligated required to take any action to Register or qualify Registrable Securities effect more than two Registrations pursuant to this Section 2.1(b) if4.2 in any 12 month period; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 4.2 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, within the six (6) month period preceding the date of such request, the Company has either (x) already effected Registration shall not be deemed to constitute a Registration under any of the provisions for purposes of this Section 2.1(b) or (ii) already effected a Registration (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holders had the opportunity to participate pursuant to Section 2.2sentence.

Request for Registration on Form F-3. Subject to the terms of this Agreement, at any time after an Initial Public Offering by the IPO Effective DateCompany, Holders any Holder holding at least ten twenty percent (1020%) or more in voting power of the then outstanding Registrable Securities may request in writing that the Company in writing to Register Registrable Securities file a Registration Statement on Form F-3F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction outside the United States), so long as (i) the Company is entitled to use such a form to Register the Registrable Securities and (ii) the proposed aggregate offering price for such Registration exceeds US$35 million2,000,000. Upon receipt of such a request, the Company shall (i) promptly, and in any event within ten (10) Business Days after days of receipt of such written request, give written notice of the proposed Registration to all other Holders Holders, and (ii) use best efforts to cause, as soon as practicable, but in no event later than 120 days after the receipt of such written request, the use its best efforts to cause those Registrable Securities specified in which the requestCompany has been so requested to be Registered, together with any all other Registrable Securities of any Holder who requests in writing which the Company has been requested to join such Registration Register by Holders thereof by written request given to the Company within fifteen twenty (1520) Business Days days after written notice from the Company’s delivery of written notice, to be Registered for the offering on that form and to cause those Registrable Securities to be qualified for sale and distribution to the public in such jurisdictions as the Initiating Holder or Holders may reasonably request. Notwithstanding anything contrary contained hereinDuring any six-month period, the Company shall not be obligated to take any action to Register or qualify Registrable Securities effect no more than one (1) Registrations pursuant to this Section 2.1(b) if, within the six (6) month period preceding the date of such request, the Company has either (x) already effected a Registration under any of the 3.2. The substantive provisions of Section 3.5 shall be applicable to each Registration initiated under this Section 2.1(b) or (ii) already effected a Registration (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holders had the opportunity to participate pursuant to Section 2.23.2.

Request for Registration on Form F-3. Subject If any Holder requests in writing that the Company file a Registration Statement on Form F-3 (or any comparable form for a Registration in a jurisdiction other than the United States) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the terms public of this Agreementwhich would not be less than One million U.S. Dollars (US$1,000,000), at any time after the IPO Effective Date, Holders holding at least ten percent (10%) of the Registrable Securities may request the Company in writing to Register Registrable Securities on Form F-3, so long as (i) and the Company is a registrant entitled to use such Form F-3 (or any comparable form for a form Registration for an offering in a jurisdiction other than the United States) to Register register the Registrable Securities and (ii) the proposed aggregate offering price for such Registration exceeds US$35 million. Upon receipt of such a requestSecurities, the Company shall (i) promptly, and in any event within ten (10) Business Days after days of receipt of such written request, give written notice of the proposed Registration to all other Holders Holders, and (ii) use best efforts to cause, as soon as practicable, but in no event later than 120 days after the receipt practicable use its commercially reasonable efforts to effect registration of such written request, the those Registrable Securities specified in which the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) Business Days after the Company’s delivery of written notice, Company has been so requested to be Registered by the Initiating Holder and all other Holders to whom notice was given by written request given to the Company within twenty (20) days after written notice from the Company, on that form and to cause those Registrable Securities to be qualified for sale and distribution to the public in such jurisdictions as the Initiating Holder or Holders may reasonably request, subject to limitations of this Section 2. Notwithstanding anything contrary contained herein, the The Company shall not be obligated to take any action to Register or qualify Registrable Securities effect any Registration pursuant to this Section 2.1(b2.2; (x) if, within one hundred twenty (120) days of the six (6) month period preceding the effective date of such request, any Registration referred to in Section 2.1 or 3 or (y) if the Company has either (x) already effected a Registration under filed two Registrations pursuant to this Section 2.2 within any of the twelve-month period. The substantive provisions of Section 2.5 shall be applicable to each Registration initiated under this Section 2.1(b) or (ii) already effected a Registration (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan) in which the Holders had the opportunity to participate pursuant to Section 2.2.