Common use of Demand Registration Statement Clause in Contracts

Demand Registration Statement. Upon request of any of the Holders after the occurrence of a Demand Registration Event, the Company shall as soon as practicable and in any event within sixty (60) days after the date such request is delivered to the Company, prepare and file or cause to be prepared and filed with the Commission a registration statement Form F-3 (or, subject to the penultimate sentence of this Section 2(h), such other appropriate form) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Demand Registration Statement”) pursuant to which all of the Additional Registrable Securities received by the Purchaser (or the Holders) pursuant to conversion of the Convertible Note shall be registered for resale by such Holders (the “Demand Registration”). If Form F-3 or, if the use of Form F-3 is not then available to the Company or for the Resale Registration, the Company shall (x) register the resale of the Additional Registrable Securities on Form F-1 or such other appropriate registration statement form permitting registration of such Additional Registrable Securities for resale by the Purchaser, and (y) undertake to register the Additional Registrable Securities on Form F-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of such Demand Registration Statement then in effect until such time as a Demand Registration Statement on Form F-3 covering the Additional Registrable Securities has been declared effective by the Commission. All provisions set forth in this Agreement (including, without limitation, Sections 2(b) through 2(d)) with respect to Resale Registration Statements shall apply, mutatis, mutandis, to the Demand Registration Statements required to be filed hereunder (except to the extent expressly set forth in this Section 2.1(e)).

Demand Registration Statement. Upon The Holder may at any time, by delivery of written notice to the Company, request that the Company register the offer and sale of any all or a portion of the Holders after Registrable Shares held by the occurrence Holder under the Securities Act and register or qualify under applicable securities laws, and, subject to the provisions of a Demand Registration Eventthis Agreement, the Company shall effect such demand registration promptly; PROVIDED, HOWEVER, that the Company shall have no obligation under this Section 2(b) if the sale of the Registrable Shares by the Holder is then covered under any other registration statement (including, pursuant to Section 2(a) hereof) that includes such shares on a continuing basis. Each notice to the Company delivered pursuant to the preceding paragraph shall set forth the number of shares to be sold and the proposed manner of sale. The maximum number of such demands under this Section 2(b) shall be three (3). A demand registration will not count as soon as practicable a demand registration hereunder unless it is declared effective by the SEC and in any event within sixty remains effective for at least ninety (6090) days after or such shorter period which shall terminate when all of the date Registrable Shares covered by such request is delivered demand registration have been sold pursuant to such demand registration; PROVIDED, HOWEVER, that in the Company, prepare and file or cause to be prepared and filed with the Commission event a registration statement Form F-3 (oris withdrawn at the request of the Holder, subject the Holder will be deemed to have used one of the penultimate sentence of demand rights granted pursuant to this Section 2(h2(b). These rights are in addition to, such other appropriate form) for an offering to be made on a delayed or continuous basis and shall not limit, the registration rights of the Holder granted pursuant to Rule 415 Section 2(a) hereunder. No other holder, except for the holders of the Senior Securities Act (a “Demand Registration Statement”) pursuant to which all of the Additional Registrable Securities received by the Purchaser (or the Holders) pursuant to conversion of the Convertible Note shall be registered for resale by such Holders (the “Demand Registration”entitled to participate in a registration under this Section 2(b). If Form F-3 or, if the use managing underwriter of Form F-3 is not then available to an underwritten offering under this Section 2(b) advises the Company or for in writing that in its opinion the Resale Registrationnumber of shares requested to be included in such registration exceeds the number which can be sold in such offering, the Company shall will include in such registration only the number of shares which, in the opinion of such underwriter, can be sold allocated pro rata among the Holder and the holders of Senior Securities requested to be included in the registration, based on the number of shares initially proposed to be included by the Holder and the holders of Senior Securities; provided, HOWEVER, that if the underwritten public offering is (x) register the resale of the Additional Registrable Securities on Form F-1 or such other appropriate registration statement form permitting registration of such Additional Registrable Securities for resale by the Purchaserfirst to occur after October 10, 1997 and (y) undertake completed prior to register March 31,1999, then the Additional Registrable Securities on Form F-3 as soon as such form is available, provided that the Company amount to be registered shall maintain the effectiveness of such Demand Registration Statement then in effect until such time as a Demand Registration Statement on Form F-3 covering the Additional Registrable Securities has been declared effective by the Commission. All provisions set forth in this Agreement (including, without limitation, Sections 2(b) through 2(d)) with respect to Resale Registration Statements shall apply, mutatis, mutandis, be allocated first to the Demand Registration Statements required holders of Senior Securities and second to the Holder.; If any of the Registrable Shares covered by a demand registration are to be filed hereunder (except sold in an underwritten offering, the Holder shall have the right to select the extent expressly set forth in this Section 2.1(e))managing underwriter(s) to administer the offering.