Form F-3 Registration. 4.1 In case the Company shall receive from the Initiating Holders a written request or requests (each, a “Form F-3 Request Notice”) that the Company effect a registration on Form F-3, at a time when the Company is eligible to register securities for a secondary offering by its stockholders on the SEC’s Form F-3 (or any successor form to Form F-3, regardless of its designation), the Company shall within ten (10) days after receipt of any such request, give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and 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 given within fifteen (15) days after receipt of such written notice from the Company. All written requests from any Holder or Holders to effect a registration on Form F-3 pursuant to this Section 4 shall indicate whether such Holder(s) intend to effect the offering promptly following effectiveness of the registration statement or whether, pursuant to this Section 4, they intend for the registration statement to remain effective so that they may effect the offering on a delayed basis (a “Shelf Request”). 4.2 In the event a Form F-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 Demand Notice”) from any Holder or Holders that are entitled to sell securities pursuant to such Form F-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (x) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (y) promptly (and in any event not later than twenty (20) days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the initiating Holders’ Registrable Securities as are specified in such Form F-3 Demand Notice together with the other Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company. 4.3 Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to a Form F-3 Request Notice under Section 4.1 or to file a prospectus supplement pursuant to a Form F-3 Demand Notice for a Takedown under Section 4.2 (as applicable): (a) if Form F-3 is not available for such offering by the Holders; (b) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration or such Takedown (as applicable), 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; (c) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form F-3 for the Holders pursuant to Section 4.1 or two Takedowns under Section 4.2 (as applicable); or (d) 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; it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is required pursuant to this Section 4 – it will not be able to excuse itself from the request based on this exclusion. 4.4 Subject to the foregoing, the Company shall file a registration statement or prospectus supplement 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. Registrations effected pursuant to this Section 4 shall not be counted as requests for registration effected pursuant to Section 2 and there shall be no limit on such requests.
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Form F-3 Registration. 4.1 In Following an Initial Offering, in case the Company shall receive receives from the Initiating Holders a written request or requests (each, a “Form F-3 Request Notice”) that the Company effect a registration on Form F-3, at F-3 and any related qualification or compliance with respect to all or a time when part of the Company is eligible to register securities for a secondary offering Registrable Securities owned by its stockholders on the SEC’s Form F-3 (such Holder or any successor form to Form F-3, regardless of its designation)Holders, the Company shall shall:
(a) as soon as practicable and in any event within ten twenty (1020) days after receipt of any such request, give written notice of the proposed registration, and any related qualification or compliance, to all other HoldersHolders of Registrable Securities; and and
(b) use its reasonable best efforts to effect, as soon as practicablepracticable after the date such request is given, 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 given within fifteen (15) days after receipt of such written notice from the Company. All written requests from any Holder or Holders to effect a registration on Form F-3 pursuant to this Section 4 shall indicate whether such Holder(s) intend to effect the offering promptly following effectiveness of the registration statement or whether; provided, pursuant to this Section 4however, they intend for the registration statement to remain effective so that they may effect the offering on a delayed basis (a “Shelf Request”).
4.2 In the event a Form F-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 Demand Notice”) from any Holder or Holders that are entitled to sell securities pursuant to such Form F-3 without filing a post-effective amendment that the Company effect an offering with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (x) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 without filing a post-effective amendment thereto and (y) promptly (and in any event not later than twenty (20) days after receiving such request) supplement the prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of the initiating Holders’ Registrable Securities as are specified in such Form F-3 Demand Notice together with the other Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company.
4.3 Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to a Form F-3 Request Notice under this Section 4.1 or to file a prospectus supplement pursuant to a Form F-3 Demand Notice for a Takedown under Section 4.2 (as applicable):1.4:
(ai) if Form F-3 is not available for such offering by the Holders;
(bii) if the HoldersHolders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration or such Takedown (as applicable)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 three million US Dollars ($1,000,0003,000,000);
(ciii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining the securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all best efforts to cause such registration statement to become effective; or
(iv) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or 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 Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period;
(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 4.1 or two Takedowns under Section 4.2 (as applicable)1.4; or
(dvi) 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; it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is required pursuant to this Section 4 1.4 – it will not be able to excuse itself from the request based on this exclusion.
4.4 (c) Subject to the foregoing, the Company shall file a registration statement or prospectus supplement 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. Registrations effected pursuant to this Section 4 1.4 shall not be counted as requests for registration effected pursuant to Section 2 1.2 and there shall be no limit on such requests.
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