Common use of Form F-3 or Form S-3 Registration Clause in Contracts

Form F-3 or Form S-3 Registration. In case the Company shall receive from Shareholders holding at least a majority of the Registrable Securities that are then outstanding and held by the Shareholders (for purposes of this Section 2.04, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form F-3 or 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 shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) use all commercially reasonable 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 Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other 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 2.04: (i) if Form F-3 or Form S-3 is not available for such offering by the 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 US$5,000,000; (iii) if the Company shall furnish to Holders requesting registration pursuant to this Section 2.04 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer such registration for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right may be exercised by the Company not more than once in any twelve (12)-month period; and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form F-3 or Form S-3 for the Holders pursuant to this Section 2.04; (v) in the circumstances described in Section 2.02(c)(iii) hereof; 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.04 and the Company shall include such information in the written notice referred to in Section 2.04(a). The provisions of Section 2.02(b) shall be applicable to such request (with the substitution of Section 2.04 for references to Section 2.02). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 2.04 shall not be counted as requests for registration pursuant to Section 2.02.

Form F-3 or Form S-3 Registration. (a) In case the Company shall receive from Shareholders holding at least a majority of the Registrable Securities that are then outstanding and held by the Shareholders (for purposes of this Section 2.04, the “Initiating Holders”) Investor a written request or requests that the Company effect a registration on Form F-3 or Form S-3 or any comparable or successor form and any related qualification or compliance with respect to all or a any part of the Registrable Securities owned by such Holder or Holdersthe Investor, then the Company shall: (a) shall promptly give written notice of the proposed registrationregistration and the Investor’s request therefor, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, and 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 Initiating Holders’ Registrable Securities of the Investor as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written the Company provides the notice from contemplated above. (b) Notwithstanding anything to the Companycontrary provided above, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 2.043.3: (i1) if Form F-3 or Form S-3 is not available for such offering by the Holders; (ii2) if the Holdersaggregate anticipated price to the public of any Registrable Securities which such Holders propose to sell pursuant to such registration, together with the holders aggregate anticipated price to the public 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 is less than US$5,000,000500,000 (or the equivalent thereof in other currencies); (iii3) if the Company shall furnish to the Holders requesting registration pursuant to this Section 2.04 a certificate signed by the Chairman of the Board President or Chief Executive Officer stating that in the good faith judgment of the Board Board, it would be seriously materially detrimental to the Company and its shareholders for such registration Form F-3 or Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer such the filing of the Form F-3 or Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Initiating HoldersInvestor or other Holders under this Section 3.3(a); provided that such right may be exercised by the Company not more than once in any twelve (12)-month period; and provided further provided, that the Company shall not register any securities for the account of itself or any its other shareholder Shares during such ninety (90)-day period (other than a registration relating solely to the sale of securities of participants in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered);90) day period; or (iv4) if the Company has, within the twelve six (126) month period preceding the date of such request, already effected one (1) a registration on Form F-3 or Form S-3 for the Holders pursuant to this Section 2.04; (v) in the circumstances described in Section 2.02(c)(iii) hereof; 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, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act. (c) If the Initiating Holders intend to distribute Securities Act other than a registration from which the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.04 and the Company shall include such information in the written notice referred to in Section 2.04(a). The provisions of Section 2.02(b) shall be applicable to such request Holders have been excluded (with the substitution respect to all or any portion of Section 2.04 for references to Section 2.02). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 2.04 shall not Holders requested be counted as requests for registration included in such registration) pursuant to Section 2.023.1(b) or Section 3.2(b).