Common use of Shelf Request Clause in Contracts

Shelf Request. In the event that a Form F-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 Demand Notice”) from any Holder or Holders that is entitled to sell securities pursuant to such Form F-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (a) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (b) promptly (and in any event not later than twenty (20) Business Days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Holders’ Registrable Securities as are specified in such request, together with the Registrable Securities requested to be included in such Takedown by any Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$1,000,000, and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected four (4) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 or an offering pursuant to Section 2.2.

Shelf Request. In the event that a Form F-3 S-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 S-3 Demand Notice”) from any Holder or Holders (for the purpose of this Section 3.3, the “Initiating Holders”) that is entitled to sell securities pursuant to such Form F-3 S-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (ax) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 S-3 without filing a post-effective amendment thereto and (by) promptly (and in any event not later than twenty (20) Business Days days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Initiating Holders’ Registrable Securities as are specified in such request, request together with the Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten fifteen (1015) Business Days days after receipt of such notice from the Company; except that (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$1,000,000US$ 1,000,000 (One Million US Dollars), and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected four two (42) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares 3.3.2 or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 3.3.2 or an offering pursuant to Section 2.23.2.

Shelf Request. In the event that a Form F-3 is filed pursuant to a Shelf Request, upon a written One or more Holders may request in writing (a “Form F-3 Demand NoticeShelf Request”) from any Holder or Holders that is entitled to sell securities pursuant to such Form F-3 without filing a post-effective amendment that the Company effect an offering with respect file a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to Registrable Securities Securities, beginning on the date on which the Company is a registrant entitled to use Form S-3 of the Commission or any successor form thereto, to register the offer by Holders of such class of Registrable Securities; provided, however, that the Company will in no event be required to effect more than two (2) shelf registrations pursuant to this Section 4.1 in any 12-month period; provided, further that the Company will not be obligated to take any action to effect any shelf registration pursuant to this Section 4.1 within 90 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan). Any such Shelf Request will specify the intended method of distribution of the subject Registrable Securities. Upon receipt of such a “Takedown”)request, the Company will, as soon promptly as reasonably practicable, (a) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (b) promptly (and but in any event not later than twenty 60 days after such request (20) Business Days after receiving the “Shelf Filing Deadline”), file such request) supplement the prospectus included in the Shelf Registration Statement as would permit on Form S-3 or facilitate the sale and distribution of any successor form thereto. The Company shall use all or reasonable efforts to cause such portion of the Holders’ Registrable Securities as are specified in such request, together with the Registrable Securities requested registration statement to be included declared effective by the Commission as promptly as practicable after such filing but in such Takedown by any Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of event not less later than US$1,000,000, and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding 120 days following the date of the Shelf Request. The second sentence of Section 2.1 hereof and the entire Section 2.2 hereof shall apply to any Shelf Request as if such request already effected four (4) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 or an offering pursuant to Section 2.2Shelf Request were a Demand Request.

Shelf Request. In the event that a Form F-3 S-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 S-3 Demand Notice”) from any Holder or Holders (the “Form S-3 Takedown Holders”) that is entitled to sell securities pursuant to such Form F-3 S-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities Shares (a “Takedown”), the Company will, as soon as practicable, (ax) deliver a notice (a “Takedown Notice”) relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 S-3 without filing a post-effective amendment thereto and (by) promptly (and in any event not later than twenty (20) Business Days days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Form S-3 Takedown Holders’ Registrable Securities Shares as are specified in such request, request together with the Registrable Securities Shares requested to be included in such Takedown by any Holders other Holder(s) who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that . Notwithstanding the foregoing, the Company shall not be obligated to effect a Takedown (i) unless the Registrable Securities Shares requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$1,000,000$1,000,000 (one million U.S. dollars), and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected four two (42) Takedowns under this Section 2.3 3.4.2, (iii) within 90 days of the effective date of a registration statement filed pursuant to Section 3.3 or, if the filing pursuant to Section 3.4.1 included an underwritten, pursuant to Section 3.4.1, (iv) within 90 days of a Piggy-Back Underwritten Offering in which the requesting Holder was actually entitled or Holders submitting the Takedown Notice had an opportunity to sell Ordinary participate pursuant to the provisions of Section 3.2 and from which no more the twenty percent (20%) of the Registrable Shares of the Form S-3 Takedown Holders that were requested to be included were excluded pursuant to Section 3.2.3 or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 3.4.2, or an (v) if the Company gives notice within fifteen (15) days of the Form S-3 Demand Notice that it is engaged in preparation of a registration statement or prospectus supplement, as the case may be, for a firm underwritten registered public offering (for which the registration statement or prospectus supplement will be filed within ninety (90) days) in which the Form S-3 Takedown Holders may include Registrable Shares pursuant to Section 2.23.2 above (subject to underwriting limitations provided under subsection 3.2.3), in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Shelf Request. In the event that a Form F-3 S-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 S-3 Demand Notice”) from any Holder or Holders (the “Form S-3 Takedown Holders”) that is entitled to sell securities pursuant to such Form F-3 S-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities Shares (a “Takedown”), the Company will, as soon as practicable, (a) deliver a notice (a “Takedown Notice”) relating to the proposed Takedown to all other Holders and holders of Other Registrable Shares who are named or are entitled to be named as a selling shareholder in such Form F-3 S-3 without filing a post-effective amendment thereto and (b) promptly (and in any event not later than twenty (20) Business Days days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Form S-3 Takedown Holders’ Registrable Securities Shares as are specified in such request, request together with the Registrable Securities Shares requested to be included in such Takedown by any Holders other Holder(s) and Other Registrable Shares requested to be included in such Takedown by holders of Other Registrable Shares who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that . Notwithstanding the foregoing, the Company shall not be obligated to effect a Takedown (i) unless the Registrable Securities Shares requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$1,000,000$1,000,000 (one million U.S. dollars), and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected four two (42) Takedowns under this Section 2.3 4.2, (iii) within 90 days of the effective date of a registration statement filed pursuant to Section 3 or pursuant to the Current IRA or, if the filing pursuant to Section 4.1 included an underwritten offering, (iv) within 90 days of a Piggy-Back Underwritten Offering in which the requesting Holder was actually entitled or Holders submitting the Takedown Notice had an opportunity to sell Ordinary participate pursuant to the provisions of Section 2 and from which no more the twenty percent (20%) of the Registrable Shares of the Form S-3 Takedown Holders that were requested to be included were excluded pursuant to Section 2.3 or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 4.2 or an a Takedown under the Current IRA, (v) if the Company gives notice within fifteen (15) days of the Form S-3 Demand Notice that it is engaged in preparation of a registration statement or prospectus supplement, as the case may be, for a firm underwritten registered public offering (for which the registration statement or prospectus supplement will be filed within ninety (90) days) in which the Form S-3 Takedown Holders may include Registrable Shares pursuant to Section 2.22 above (subject to underwriting limitations provided under subsection 2.3), or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Shelf Request. In the event that a Form F-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 Demand Notice”) from any Holder or Holders that is entitled to sell securities pursuant to such Form F-3 without filing a post-effective amendment amendment, that the Company effect an offering with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (ax) deliver a notice (a “Takedown Notice”) relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (by) promptly (and in any event not later than twenty ten (2010) Business Days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Holders’ Initiating Holder’s Registrable Securities as are specified in such request, request together with the Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$$1,000,000, and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected four two (42) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares or 2.4(b), (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 2.4(b) or an offering pursuant to Section 2.22.2 or (z) within 90 days of a Piggy-Back Underwritten Offering in which the Holder or Holders submitting the Takedown Notice had an opportunity to participate pursuant to the provisions of Section 2.3 and from which no more the twenty percent (20%) of the Registrable Securities that were requested to be included by the Holders who requested inclusion of their Registrable Securities in such Piggy-Back Underwritten Offering were excluded pursuant to Section 3.2.3.

Shelf Request. In the event that a Form F-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 Demand Notice”) from any Holder or Holders that is entitled to sell securities pursuant to such Form F-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (ax) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (by) promptly (and in any event not later than twenty (20) Business Days days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Initiating Holders’ Registrable Securities as are specified in such request, request together with the Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$$1,000,000, and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected four two (42) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares 2.4(a) or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 2.4(a) or an offering pursuant to Section 2.2.

Shelf Request. In the event that a Form F-3 S-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 S-3 Demand Notice”) from any Holder or Holders (the “Form S-3 Takedown Holders”) that is entitled to sell securities pursuant to such Form F-3 S-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities Shares (a “Takedown”), the Company will, as soon as practicable, (a) deliver a notice (a “Takedown Notice”) relating to the proposed Takedown to all other Holders and holders of Other Registrable Shares who are named or are entitled to be named as a selling shareholder in such Form F-3 S-3 without filing a post-effective amendment thereto and (b) promptly (and in any event not later than twenty (20) Business Days days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the Form S-3 Takedown Holders’ Registrable Securities Shares as are specified in such request, request together with the Registrable Securities Shares requested to be included in such Takedown by any Holders other Holder(s) and Other Registrable Shares requested to be included in such Takedown by holders of Other Registrable Shares who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (i) . Notwithstanding the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$1,000,000foregoing, and (ii) the Company shall not be obligated to effect any such a Takedown (xi) if the Company has within the twelve (12) month period preceding the date of such request already effected four (4) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 or an offering pursuant to Section 2.2.unless

Shelf Request. In the event that a Form F-3 is filed pursuant to a Shelf Request, upon a written One or more Holders may request in writing (a “Form F-3 Demand NoticeShelf Request”) from any Holder or Holders that is entitled to sell securities pursuant to such Form F-3 without filing a post-effective amendment that the Company effect an offering with respect file a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to Registrable Securities Securities, beginning on the date on which the Company is a registrant entitled to use Form S-3 of the Commission or any successor form thereto, to register the offer by Holders of such class of Registrable Securities; provided, however, that the Company will in no event be required to effect more than two (2) shelf registrations pursuant to this Section 4.1 in any 12-month period; provided, further that the Company will not be obligated to take any action to effect any shelf registration pursuant to this Section 4.1 within 90 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to benefit plan). Any such Shelf Request will specify the intended method of distribution of the subject Registrable Securities. Upon receipt of such a “Takedown”)request, the Company will, as soon promptly as reasonably practicable, (a) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (b) promptly (and but in any event not later than twenty 60 days after such request (20) Business Days after receiving the “Shelf Filing Deadline”), file such request) supplement the prospectus included in the Shelf Registration Statement as would permit on Form S-3 or facilitate the sale and distribution of any successor form thereto. The Company shall use all or reasonable efforts to cause such portion of the Holders’ Registrable Securities as are specified in such request, together with the Registrable Securities requested registration statement to be included declared effective by the Commission as promptly as practicable after such filing but in such Takedown by any Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of event not less later than US$1,000,000, and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding 120 days following the date of the Shelf Request. The second sentence of Section 2.1 hereof and the entire Section 2.2 hereof shall apply to any Shelf Request as if such request already effected four (4) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 or an offering pursuant to Section 2.2Shelf Request were a Demand Request.