Common use of Form F-3 Demand Clause in Contracts

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. 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 If at any time when the Company it is eligible to use a Form F-3 registration statement on Form F-3statement, the Company receives a request from Holders holding at least a majority of the voting power of the then outstanding Registrable Securities held by all Holders (the “Initiating Holders”) (such request, 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“Demand Registration”) in excess of $50,000,000 shall have the right to require that the Company file a Form F-3 registration statement (which shall bewith respect to outstanding Registrable Securities of the Holders having an anticipated aggregate offering price, if requested by such Holdernet of Selling Expenses, a shelf-registration statementof at least US$5.0 million, and if then the Company shall (i) within ten (10) days after the date such request is a WKSIgiven, 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 thereof (the “Demand Notice”) to a Holder who has the right to be an Initiating Holder under this Section 2.1(b), if any, all Holders other than the Initiating Holder(s), of the receipt of a request for registration Holders; and the Holders shall have fifteen (15ii) 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 forty-five (5045) days after receipt of the date such request is given by the Initiating Holder’s written noticeHolders, file a Form F-3 Registration Statement (or a comparable successor form) registration statement 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 the Holders, as specified by notice given by each such Holder who has to the Company within twenty (20) days of the date the Demand Notice is given. Notwithstanding the foregoing, if the Company furnishes to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement would remain effective, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be an Initiating Holder under tolled correspondingly. Additionally, the Company shall not be required to effect, or take any action to effect, any registration pursuant to this Section 2.1(b)1 (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, subject and ending on a date that is ninety (90) days after the effective date of, a Company registration, or (ii) if the Company has effected two (2) registrations pursuant to this Section 2.1(c)1 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 1 until such time as the applicable registration statement has been declared effective by the SEC, unless Holders holding at least a majority of the voting power of the Registrable Securities to be registered withdraw their request for such registration and forfeits their right to one demand registration statement, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d)1; provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to this Section 2.3 1, then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Section 2.41.

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 If at any time when the Company it is eligible to use a Form F-3 registration statement on Form F-3statement, the Company receives a request from Holders holding at least a majority of the then outstanding Registrable Securities held by all Holders (the “Initiating Holders”) (such request, 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“Demand Registration”) in excess of $50,000,000 shall have the right to require that the Company file a Form F-3 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 with respect to outstanding Registrable Securities, by delivering a written notice to then the Company. Such written notice Company shall state (i) within ten (10) days after the number of Registrable Securities to be included in date such registration statement. The Companyrequest is given, upon receipt of such a notice, shall within five (5) Business Days give notice thereof (the “Demand Notice”) to a Holder who has the right to be an Initiating Holder under this Section 2.1(b), if any, all Holders other than the Initiating Holder(s), of the receipt of a request for registration Holders; and the Holders shall have fifteen (15ii) 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 forty-five (5045) days after receipt of the date such request is given by the Initiating Holder’s written noticeHolders, file a Form F-3 Registration Statement (or a comparable successor form) registration statement 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 the Holders, as specified by notice given by each such Holder who has to the Company within twenty (20) days of the date the Demand Notice is given. The Company shall use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. Notwithstanding the foregoing, if the Company furnishes to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement would remain effective, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be an Initiating Holder under tolled correspondingly. Additionally, the Company shall not be required to effect, or take any action to effect, any registration pursuant to this Section 2.1(b)1 (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, subject and ending on a date that is ninety (90) days after the effective date of, a Company registration, or (ii) if the Company has effected two (2) registrations pursuant to this Section 2.1(c)1 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 1 until such time as the applicable registration statement has been declared effective by the SEC, unless Holders holding at least a majority of the Registrable Securities to be registered withdraw their request for such registration and forfeit their right to one demand registration statement, in which case, such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d)1; provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to this Section 2.3 1, then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Section 2.41.

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 If at any time when the Company it is eligible to use a Form F-3 registration statement on Form F-3statement, the Company receives a request from Holders (as defined below) holding at least 1,125,000 Registrable Securities (the “Initiating Holders”) (such request, 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“Demand Registration”) in excess of $50,000,000 shall have the right to require that the Company file a Form F-3 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 with respect to outstanding Registrable Securities, by delivering a written notice to then the Company. Such written notice Company shall state (i) within ten (10) days after the number of Registrable Securities to be included in date such registration statement. The Companyrequest is given, upon receipt of such a notice, shall within five (5) Business Days give notice thereof (the “Demand Notice”) to a Holder who has the right to be an Initiating Holder under this Section 2.1(b), if any, all Holders other than the Initiating Holder(s), of the receipt of a request for registration Holders; and the Holders shall have fifteen (15ii) 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 forty-five (5045) days after receipt of the date such request is given by the Initiating Holder’s written noticeHolders, file a Form F-3 Registration Statement (or a comparable successor form) registration statement 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 the Holders, as specified by notice given by each such Holder who has to the Company within twenty (20) days of the date the Demand Notice is given. The Company shall use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable. Notwithstanding the foregoing, if the Company furnishes to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement would remain effective, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be an Initiating Holder under tolled correspondingly. Additionally, the Company shall not be required to effect, or take any action to effect, any registration pursuant to this Section 2.1(b)1 (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, subject and ending on a date that is ninety (90) days after the effective date of, a Company registration, or (ii) if the Company has effected two (2) registrations pursuant to this Section 2.1(c)1 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 1 until such time as the applicable registration statement has been declared effective by the SEC, unless Holders holding at least a majority of the Registrable Securities to be registered withdraw their request for such registration and forfeit their right to one demand registration statement, in which case, such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d)1; provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to this Section 2.3 1, then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Section 2.41.