Form F-3 Registration Sample Clauses
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Form F-3 Registration. (i) At any time during the three (3) year period following the expiration of the Lock-up Period, in case Puyi shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder a written request or requests that Puyi effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable Shares, Puyi shall within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, 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 Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi;
(ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration).
(iii) Notwithstanding the foregoing, Puyi shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, (i) if Form F-3 is not available for such offering by the Fanhua Parties; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of an...
Form F-3 Registration. In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:
Form F-3 Registration. (a) Listco represents and warrants to each Right Holder as of the date hereof and as of the Filing Date that Listco meets the requirements for use of Form F-3 under the Securities Act and Listco is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.
(b) To the extent permitted under applicable Law, as soon as practicable after the Closing but in any event no later than 45 days thereof (or such later period agreed to by each Right Holder), Listco shall take all necessary actions as reasonably required by any Right Holder to prepare and file a registration statement on Form F-3 (together with any supplements or amendments thereto, including all necessary documents and information incorporated or to be incorporated by reference therein, the “Registration Statement”) covering the offering and sale of the Registrable Securities pursuant to Rule 415 under the Securities Act and Listco shall use commercially reasonable efforts to cause such Registration Statement to become effective or declared effective (the “Registration”) by the SEC as soon as possible after such filing. In addition, promptly after the offering and sale of the Registrable Securities pursuant to the Registration Statement (to the extent that any Right Holder decides to sell any Registrable Securities pursuant to the Note Purchase Agreement), Listco shall file the Prospectus to be used for such offering and sale as required by and in accordance with Rule 424 under the Securities Act.
(c) Such Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to each Right Holder and its respective counsel at a reasonable time prior to its filing or other submission and shall not be filed or submitted in a form to which any Right Holder and its respective counsel reasonably objects.
(d) Listco shall notify each Right Holder by facsimile or email as promptly as practicable, and in any event, within 1 Business Day, after any such Registration Statement becomes or is declared effective.
(e) Each of Listco and the Lender shall bear 50 per cent. of the Registration Expenses incurred in connection with the Registration.
(f) The Lender shall be entitled to select and obtain an investment banking firm or firms of international reputation to act as the managing underwriters of the offering (the “Approved Underwriter”); provided, however, that the Approved Underwriter(s) selected by the Lender shall, in...
Form F-3 Registration. As long as the Company is eligible to use Form F-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, the Shareholders shall have the rights of the General Atlantic Shareholders or the Apax Shareholders as set forth in Section 5 of the Existing RRA, subject to the limitations applicable thereto as set forth in Section 5 of the Existing RRA, and such rights shall be enforceable by the Shareholders against the Company as if they were granted under Section 5 of the Existing RRA; provided, however, that in the event of any limitation on the number of shares to be sold by any person in an offering, the Shareholders shall have a right to include shares in such offering only after the Existing RRA Parties have included those shares they wish to register. In the event that the Shareholders exercise rights under this Clause 2.4, Sections 6, 7 and 8 of the Existing RRA shall apply as if they were provisions of this Agreement applicable to this Clause. Notwithstanding the foregoing, Section 5(e) of the Existing RRA shall be deemed to be replaced in its entirety by Clause 2.5 of this Agreement.
Form F-3 Registration. After its initial public offering, the Company shall use its best efforts to qualify for registration on Form F-3 or any comparable or successor form as early as possible and use best efforts to maintain such qualification thereafter. If the Company is qualified to use Form F-3, any Holder or Holders shall have a right to request at any time from time to time (such request shall be in writing) that the Company effect a registration on either Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, and upon receipt of each such request, the Company will:
Form F-3 Registration. 1.3.1. At any time upon the IPO of the Company and thereafter, if the Company receives from the Initiating Holders a written request that the Company effect any registration statement on Form F-3 (or any successor form to Form F-3) for the sale of Registrable Securities, the Company shall as soon as practicable after receipt of such request give notice of proposed registration, qualification or compliance to all other Holders and shall take all actions under its power and control to include in such registration, qualification or compliance all Registrable Securities held by Holders who explicitly expressed, in writing, their wish to participate in such registration within twenty (20) days after receipt of the Company’s notice. Thereupon the Company shall take all actions under its power and control to effect such registration as required and as would permit and facilitate the sale and distribution of all such portion of the Holders’ Registrable Securities as are specified in such request together with all such portion of Registrable Securities of any other Holders joining in such request as aforesaid.
1.3.2. The Company shall not be obligated to affect a registration, qualification or compliance pursuant to this Section 1.3 if (a) Form F-3 is not available for such offering by the Holders, or (b) the aggregate anticipated offering price of such Registrable Securities equals less than US$2,500,000.
Form F-3 Registration. 4.1. Following six (6) months after the IPO, and subject to Sections 4.1.1 – 4.1.3 below of this Section 4.1, if the Company shall receive from the Initiating Holders a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefore, and any related qualification or compliance, to all other Holders of Registrable Securities 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 Holders 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 twenty (20) days after the Company provides the notice contemplated above; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 4:
4.1.1. if Form F-3 is not available for such offering by the Holders;
4.1.2. 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 of less than $1,000,000;
4.1.3. if the Company has, within the six (6) month period preceding the date of such request, already effected a registration on Form F-3 under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration).
Form F-3 Registration. Following the Company’s initial public offering, which must be an Approved Public Listing, the Company shall use its best efforts to qualify for registration on Form F-3. At any time after the Company’s initial public offering and so long as the Company qualifies for the use of a registration statement on Form F-3, in case the Company shall receive from any Holder or Holders of at least ten percent (10%) of all Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:
Form F-3 Registration. At any time when the Company is eligible to file a registration statement on Form F-3, the Holders of Registrable Securities may require the Company to file a registration statement on Form F-3. In case the Company shall receive from the Holders of Registrable Securities a written request or requests that the Company effect a registration on Form F-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;
(b) use its 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 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, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 4:
(i) if Form F-3 is not available for such offering by the Holders;
(ii) if the Holders propose to sell Registrable Securities and such other securities (if any) at an expected aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$500,000;
(iii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer or chairman of the board of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form F-3 Registration to either become effective or remain effective for as long as such registration statement would be required to remain effective, because such action would (A) materially interfere with a significant financing, acquisition, corporate reorganization, or other similar transaction involving the Company;
Form F-3 Registration. If the Company shall receive from any Shareholder holding Registrable Securities a written request or requests that the Company effect a registration on Form F-3 (if the Company qualifies), and any related qualification or compliance, with respect to Registrable Securities, the Company will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Shareholders, and shall take all actions under its power and control to include in such registration all Registrable Securities held by all such Shareholders who wish to participate in such registration and who provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall take all actions under its power and control 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 or such portion of such Shareholder’s or Shareholders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Shareholder or Shareholders 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. The right to request such F-3 registration statement shall be unlimited, and such F-3 registrations shall not be counted as a demand registration under Section 2.2 above. If requested by the requesting Shareholder, the Company shall file a shelf registration statement and the Company shall endeavor to keep it effect for nine (9) months unless the Registrable Shares are completely sold thereunder.