F-3 Registration Sample Clauses

F-3 Registration. 2A.1 In any case that the Company shall receive from any Holder a written request or requests at least six months from the date hereof that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Securities where the aggregate net proceeds from the sale of such Holders' Registrable Securities equal to at least three million United States Dollars ($3,000,000), the Company shall promptly give notice to the other Holders of such request, at least sixty (60) days prior to the filing of the registration statement in connection with such registration. Upon the written request of any other Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 15.5, the Company shall include in such registration (subject to the provisions of this Section 2A) all of the Registrable Securities indicated in the request of the Holders. The Company shall then use its reasonable efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in the requests; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance, pursuant to this Section 2A if the Company has, within the eighteen (18) month period preceding the date of such request, already effected one (1) registration for the Holders requesting registration pursuant to this Section 2A. The Company undertakes that it will, once having qualified for registration on Form F-3, use its reasonable efforts to comply with all necessary filings and other requirements so as to maintain such qualification for a period of two (2) years or such earlier date as the Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 promulgated under the Act. 2A.2 If at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies in writing the Principal Shareholders participating in the Form F-3 Registration pursuant to this Section 2A of the existence of a Potential Material Event ("Blackout Notice"), the registration of Registrable Securities on the Form F-3 shall be suspended from the time of the giving of notice with respect to a Potential Material Event until such Principal Shareholders rec...
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F-3 Registration. On or prior to the Filing Date, the Company shall prepare and file with the SEC a “shelf” registration statement covering all the Registrable Securities for an offering to be made on a continuous basis by the Holders. The registration statement shall be on Form F-3. The Company shall use its best efforts to cause the registration statement to be declared effective under the Act, as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Date. Thereafter, the Company undertakes to comply with all necessary filings and other requirements so as to keep such registration statement continuously effective under the Act until all the Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion to such effect, addressed and acceptable to the Company’s transfer agent. 2.1 If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to the registration statement may be effected in the form of an underwritten offering. In such event, the underwriter will be selected by the Holders holding a majority of the Registrable Securities to be registered and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Holders holding a majority of the Registrable Securities to be registered and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting and the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. 2.2 In the event of an underwritten offering, if the managing underwriter advises the Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such underwritten offering exceeds the amount that can be sold in such underwritten offering, then there shall be included in such underwritten offering the number of Registrable Securities which in the opinion of the managing underwriters can be sold, and such number shall be allocated among all Holders thereof on a p...
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F-3 Registration. The Parties agree that prior to the Closing, AIH shall be entitled to file Form F-3 with the U.S. Securities and Exchange Commission to register the shares of AIH ordinary shares. AIH shall not issue such shares of AIH ordinary shares registered on Form F-3 prior to the Closing, unless the closing of this Private Placement does not occur on or before July 15, 2022. If the closing of this Private Placement does not occur on or before July 15, 2022, AIH shall be entitled to issue such shares of AIH ordinary shares registered on Form F-3 after July 15, 2022.
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F-3 Registration. After the Company becomes eligible to use Form F-3, subject to the provisions of Section 3.3, if the Company shall receive from any Holder a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Shares, the Company shall promptly give notice to the other Holders of such request, at least 15 days prior to the filing of the registration statement in connection with such registration. Upon the written request of any other Holder given within ten (10) days after receipt of any such notice, the Company shall include in such registration (subject to the provision more fully set forth in this Section 3.6) all of the Registrable Shares indicated in the request of the Holders. The Company shall then effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such Registrable Shares as are specified in the requests; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance, pursuant to this Section 3.6 if the Company has, within the eighteen (18) month period preceding the date of such request, already effected one (1) registration for the Holders requesting registration pursuant to this Section 3.6. The Company undertakes that it will, once having qualified for registration on Form F-3, use its best efforts to comply with all necessary filings and other requirements so as to maintain such qualification for a period of two (2) years.
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F-3 Registration. In any case that the Company shall receive from the Investor a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to Registrable Shares where the aggregate net proceeds from the sale of Registrable Shares equal to at least three million United States Dollars ($3,000,000) and the Company shall be entitled to effect such registration under applicable law, the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all such Registrable Shares as are specified in the request; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance, pursuant to this Section 3.6 if the Company has, within the eighteen (18) month period preceding the date of such request, already effected one (1) registration for the Investor pursuant to this Section 3.6. The Company undertakes that it will, once having qualified for registration on Form F-3, use its best efforts to comply with all necessary filings and other requirements so as to maintain such qualification for a period of two (2) years.
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F-3 Registration 
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Related to F-3 Registration

  • S-3 Registration In the event that the Company receives written requests from a Holder or Holders of Registrable Securities, calling upon the Company to effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such holder or holders, the Company will: (a) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Holders; (b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution 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 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 the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) if the Company is not a registrant entitled to use Form S-3 for such an offering by such Holders; (ii) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 2.3 (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iv) if the Company has already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.3; or (v) if 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; and (c) subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the holders.

  • Form S-3 Registration In case the Company shall receive from any Holder or Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use its reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution 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 of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.11: (1) if Form S-3 is not available for such offering by the Holders; (2) if the participating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (3) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.11; or (4) 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 unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, reasonable fees and expenses for one special counsel for the Holders associated with Registrable Securities (such special counsel to be selected by the Holders of at least a majority in interest of the outstanding Registrable Securities (determined on an as-converted to Common Stock basis) requesting such registration) and the fees and disbursements of counsel for the Company, but excluding any underwriters’ discounts or commissions, shall be borne by the Company. Registrations effected pursuant to this Section 1.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

  • Registration of Registrable Securities The Company will file with the Commission, within 30 days following the date hereof, a Registration Statement on Form S-3 (the "Registration Statement") to register the resale of the Common Shares issuable upon the exercise of the Warrants. The Company will use its best efforts to cause the Registration Statement to become effective within (i) 90 days of the Date hereof, (ii) ten (10) days following the receipt of a "No Review" or similar letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the "Required Effectiveness Date"). Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders thereof upon conversion of the Preferred Stock, or exercise of the Common Stock Purchase Warrants described in Section 1 above, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the Exchange Act, where applicable) relating to such Registrable Securities which then remain unregistered. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.

  • SEC Registration The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

  • NERC Registration The NTO shall register or enter into agreement with a NERC registered entity for all required NERC functions applicable to the NTO, that may include, without limitation, those functions designated by NERC to be: “Transmission Owner” and “Transmission Planner” and “Transmission Operator.” The Parties agree to negotiate in good faith the compliance obligations for the NERC functions applicable to, and to be performed by, each Party with respect to the NTO’s facilities. Notwithstanding the foregoing, the ISO shall register for the “Transmission Operator” function for all NTO Transmission Facilities under ISO Operational Control identified in Appendix A-1 of this Agreement.