Form F-3 Demand Sample Clauses
The Form F-3 Demand clause establishes the right of certain shareholders to require a company to file a registration statement on Form F-3 with the SEC, enabling the public resale of their securities. Typically, this clause applies when shareholders hold a minimum threshold of registrable securities and the company is eligible to use Form F-3, which is a streamlined registration process for certain foreign private issuers. By granting this demand right, the clause ensures that shareholders can efficiently access public markets to sell their shares, addressing the need for liquidity and flexibility in managing their investments.
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Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from (i) Holders of at least sixty percent (60%) of the Preferred B Shares or (ii) the Requisite New Investors that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1.0 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.
Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from the Majority Investors or the Majority in Interest that the Company file a Form F-3 registration statement with respect to Registrable Securities of such Holders having an anticipated aggregate public offering price (net of underwriting discounts and commissions) of at least $3,000,000, then the Company shall (i) within twenty (20) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form F-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within fourteen (14) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c),2.1(d) and 2.3. Notwithstanding the foregoing to the contrary, following the date on which the Company has received at least two requests under this Section from the Majority in Interest, then the majority of each class of Preferred Shares shall have a right to demand F-3 registration pursuant to this Section 2.3(b).
Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from Holders of Registrable Securities then outstanding that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, use its best efforts to file a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.5. The Company shall not be obligated to effect more than two (2) registrations pursuant to this Subsection 2.4 during any twelve (12) month period. The Company may defer a Form F-3 filing for up to ninety (90) days once during any twelve (12) month period. If at any time the Company does not qualify as a Foreign Private Issuer, these rights shall apply to a demand registration on Form S-3 (if available to the Company).
Form F-3 Demand. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a registration statement on Form F-3 (or any successor form) under the Securities Act. At any time when the Company is eligible to use a registration statement on Form F-3, a Baring Vostok Holder or Sistema Holder holding Registrable Securities reasonably expected to have an aggregate sale price (net of underwriting discounts and commissions, if any) in excess of $50,000,000 shall have the right to require that the Company file a registration statement (which shall be, if requested by such Holder, a shelf-registration statement, and if the Company is a WKSI, an automatic shelf-registration statement, providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities (a “Shelf Registration Statement”)) on Form F-3 or any successor form under the Securities Act covering all or any part of the their Registrable Securities, by delivering a written notice to the Company. Such written notice shall state the number of Registrable Securities to be included in such registration statement. The Company, upon receipt of such a notice, shall within five (5) Business Days give notice to a Holder who has the right to be an Initiating Holder under this Section 2.1(b), if any, other than the Initiating Holder(s), of the receipt of a request for registration and the Holders shall have fifteen (15) Business Days from the date of such notice to notify the Company in writing of their desire to participate in the registration. The Company shall file, as soon as practicable, and in any event within fifty (50) days after receipt of the Initiating Holder’s written notice, a Form F-3 Registration Statement (or a comparable successor form) under the Securities Act covering all Registrable Securities that the Initiating Holder(s) requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holder who has the right to be an Initiating Holder under this Section 2.1(b), subject to Section 2.1(c), Section 2.1(d), Section 2.3 and Section 2.4.
Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from a Principal Investor or Principal Investors that the Company file a Form F-3 registration statement (including, without limitation, a Shelf Registration Statement) with respect to the resale of Registrable Securities of such Principal Investor(s) where the anticipated gross proceeds (before the deduction of any discounts and commissions), would be at least $100 million, then the Company shall: (i) within five Business Days after the date such request is given, give a Demand Notice to all Sponsors, Syndicatees, Management LPs and Bohai other than the Initiating Sponsors; and (ii) as soon as practicable, and in any event within 30 Business Days after the date such request is given by the Initiating Sponsors, file a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Sponsor or any Syndicatee, Management LP or Bohai, as specified by notice given by each such Sponsor, Syndicatee, Management LP or Bohai to the Company within 10 Business Days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 4.1(e) and 4.3. If at any time the Principal Investors collectively own less than the number of Shares that would be expected to result in anticipated gross proceeds (before deduction of any discounts and commissions) of at least $100 million, then the threshold for a Form F-3 demand will be reduced to $50 million anticipated anticipated gross proceeds (before deduction of any discounts and commissions).
Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from (1) Holders of at least 25 percent (25%) of the Registrable Securities (ignoring, for such purpose, but only (A) prior to the exercise of the demand right under clause (2) below, or (B) after an exercise of the demand right under clause (2) below in which none of the Registrable Securities underlying Series F Preferred Shares and requested to be included therein were not excluded from registration (‘cutback’) in accordance with Section 2.3(b)(i) below), any Registrable Securities then outstanding that were issued or are issuable upon conversion or in respect of any Series F Preferred Shares) then outstanding or (2) Holders of Registrable Securities then outstanding and constituting the Special F Majority, that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, use commercially reasonable efforts to file a Form F-3 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1 and Section 2.3.
Form F-3 Demand. If at any time after the 180th day after the date of the closing under the Securities Purchase Agreement, (A) the Company qualifies to register the resale of the Registrable Securities on a continuous basis pursuant to Rule 415 on Form F-3 and (B) the Company receives a request from the Investor that the Company file a Form F-3 registration statement with respect to Registrable Securities with a market value (based on the closing price of the Ordinary Shares on the OTCQB or any national securities exchange on which the Ordinary Shares may be traded from time to time) of over $750,000, then the Company shall as soon as practicable, and in any event by the Filing Deadline, file a Form F-3 registration statement under the Securities Act covering the resale on a continuous basis pursuant to Rule 415 of all Registrable Securities that the Investor requested to be registered, and in each case, subject to the limitations set forth herein; provided, however, that the Investor shall only have the right to make two demands for registration on Form F-3 per year.
Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from Preferred Holder(s) (the “F-3 Initiating Holders”) that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holder(s) having an anticipated gross aggregate offering price of at least US$1,000,000 (one million U.S. Dollars), then the Company shall (i) within 10 (ten) days after the date such request is given, give a Demand Notice to all Holders; and (ii) make its best efforts to file, as soon as practicable, a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 (twenty) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1.3 and Section 2.3.
Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from Holders of Registrable Securities then outstanding that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, use its best efforts to file a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. The Company shall not be obligated to effect more than two (2) registrations pursuant to 2.1(b) above during any twelve month period, provided, however, that each such offering must have an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million.
Form F-3 Demand. If at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from Holders of Registrable Securities then outstanding that the Company file a Form F-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, use its best efforts to file a Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3. The Company shall not be obligated to effect more than two (2) registrations pursuant to 2.1(b) above during any twelve month period, provided, however, that each such offering must have an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million.