Common use of Form F-3 Registration Clause in Contracts

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 all cases, be subject to the consent of Listco, which consent shall not be unreasonably withheld. Listco shall enter into such customary agreements for underwritten secondary offerings and take all such actions and deliver or cause to be delivered such other documents and instruments reasonably requested by any Right Holder or the lead underwriter in any secondary underwritten offering in order to expedite or facilitate the disposition of the Registrable Securities; provided that, the fees and expenses to be incurred in connection with an underwritten offering of (i) the Registrable Securities and (ii) certain other securities of Listco (if any) shall be borne on a pro rata basis in proportion to the aggregate number of securities being sold by each seller participating the such underwritten offering.

Form F-3 Registration. (a) Listco represents The following new Section 5(f) is added after Section 5(e): (f) WKSI and warrants Automatic Shelf Registration. The Company has filed a Registration Statement on Form F-3 (File No. 333-215100), which has automatically become effective upon filing pursuant to each Right the Securities Act, pursuant to which the Designated Holders may permissibly offer Registrable Securities (the “Shelf Registration Statement”) on a continuous basis. Subject to this Section 5(f), the Company shall use reasonable best efforts to keep the Shelf Registration Statement continuously effective for so long as any Designated Holder as is an Affiliate of the date hereof Company and as for 90 days after it ceases to be an Affiliate of the Filing Date that Listco meets the requirements for Company. The Company shall use of Form F-3 reasonable best efforts to remain a well-known seasoned issuer as defined in Rule 405 under the Securities Act (“WKSI”) and Listco is a “well-known seasoned issuer” not become an ineligible issuer (as defined in Rule 405 under the Securities Act. ) during the period during which the Shelf Registration Statement is required to remain effective. If the Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall refile (bfor so long as any Designated Holder is an Affiliate of the Company and for 90 days after it ceases to be an Affiliate of the Company) To a new automatic shelf registration statement pursuant to which the extent permitted under applicable LawDesignated Holders (in the case of the Melco Shareholder immediately if so requested by it, and upon any required amendments or supplements thereto if not) may permissibly resell Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts (for so long as soon as practicable any Designated Holder is an Affiliate of the Company and for 90 days after it ceases to be an Affiliate of the Closing but in any event no later than 45 days thereof (or such later period agreed Company) to by each Right Holder), Listco shall take all necessary actions as reasonably required by any Right Holder to prepare and file refile a replacement shelf registration statement on Form F-3 (together with any supplements or amendments theretoForm S-3 and, including all necessary documents if such form is not available, an equivalent form, and information incorporated or keep such registration statement effective during the period during which the Shelf Registration Statement is required to be incorporated by reference thereinkept effective as provided in the first sentence of this paragraph. Upon the request of any Designated Holder, the “Registration Statement”) covering the offering and sale of the Registrable Securities pursuant to Rule 415 under the Securities Act and Listco Company 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 eventevent within 10 Business Days, within 1 Business Day, after any such amend or supplement the Shelf Registration Statement becomes or is declared effective. (e) Each of Listco and the Lender shall bear 50 per cent. any replacement thereof as necessary to enable each of the Designated Holders to resell Registrable Securities pursuant thereto. Notwithstanding anything herein to the contrary, the Company shall have the right (provided that in no event shall the Company avail itself of such right for more than 90 days, in the aggregate, or more than once in any period of 365 consecutive days), exercisable from time to time by delivery of a notice authorized by the Board of Directors, to require the Designated Holders not to sell pursuant to the Shelf Registration Expenses incurred in connection with Statement, if at 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 time of the offering delivery of such notice (the “Approved Underwriter”); provided, however, that the Approved Underwriter(s) selected by the Lender shall, in all cases, be subject to the consent of Listco, which consent shall not be unreasonably withheld. Listco shall enter into such customary agreements for underwritten secondary offerings and take all such actions and deliver or cause to be delivered such other documents and instruments reasonably requested by any Right Holder or the lead underwriter in any secondary underwritten offering in order to expedite or facilitate the disposition each of the Registrable Securities; provided thatevents described in the following clauses (i) and (ii), the fees and expenses to be incurred in connection with an underwritten offering of a “Blackout Event”): (i) the Registrable Securities and Company intends to engage no later than 90 days following the date of such notice in a firm commitment underwritten public offering; or (ii) certain other securities a majority of Listco (if any) the independent non-executive directors of the Company has reasonably and in good faith determined that such offering or sale would materially interfere with any material transaction involving the Company. If the consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, the rights of the Designated Holders to offer, sell or distribute any Registrable Securities pursuant to the Shelf Registration Statement shall be borne suspended until the date on a pro rata basis which the Company has filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in proportion the Shelf Registration Statement. The Company shall file such information as promptly as reasonably practicable and in any event within 60 days of such suspension. The Company, as soon as reasonably practicable, shall: (i) give the Designated Holders prompt written notice in the event that the Company has suspended sales of Registrable Securities pursuant to the aggregate number provisions of securities being sold by each seller participating this Section 5(f); (ii) give the Designated Holders prompt written notice of the completion of such underwritten offering, the completion or disclosure of the material transaction, and the filing of the required financial information with the Commission, as the case may be; and (iii) promptly file any required amendment or supplement to the Shelf Registration Statement or the form of prospectus included therein. Each of the Designated Holders agrees that, upon receipt of any notice from the Company of the happening of any Blackout Event, it will forthwith refrain from disposition of Registrable Securities pursuant to the Shelf Registration Statement until its receipt of the notice of completion of such event, disclosure of such material transaction or filing of the required financial information, as the case may be.”

Form F-3 Registration. (a) Listco represents and warrants to each Right Holder as At any time after the first anniversary of the date hereof and as Closing Date, Shamrock shall, subject to the provisions of this Section 4, be entitled to request that the Filing Date that Listco meets the requirements for use Company effect a registration of its Registrable Securities comprising at least 150,000 Ordinary Shares on Form F-3 under the Securities Act and Listco is as shall be specified in such request (a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act"Form F-3 Registration"). (b) To the extent permitted under applicable Law, as As soon as practicable after the Closing but in receipt of any event no later than 45 days thereof (or such later period agreed written request pursuant to by each Right HolderSection 4(a), Listco the Company 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”) Statement covering the offering and sale of the Registrable Securities pursuant to Rule 415 under and shall effect such registration as would permit or facilitate the Securities Act sale and Listco shall use commercially reasonable efforts to cause distribution of all or 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 portion of the Shamrock's 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 as are specified in such offering and sale as required by and in accordance with Rule 424 under the Securities Actrequest. (c) Such Registration Statement (and each amendment or supplement theretoAt all times during which the Company is subject to the reporting requirements of the Exchange Act, and each request the Company shall use its best efforts to make registrations on Form F-3 available for acceleration the sale 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 objectsRegistrable Securities. (d) Listco If Shamrock so elects, the offering of Registrable Securities pursuant to a Form F-3 Registration shall notify each Right Holder involve a managing underwriter or underwriters selected for such offering by facsimile or email Shamrock; provided, however, that such managing underwriter shall be acceptable to the Company in its reasonable judgment. If the managing underwriter advises the Company in writing that in its opinion the aggregate amount of Ordinary Shares requested to be included in such offering is sufficiently large so as promptly as practicableto have a material adverse effect on the success of such offering, and then the Company shall include in any event, within 1 Business Day, after such registration only the aggregate amount of Ordinary Shares that in the opinion of the managing underwriter may be sold without any such Registration Statement becomes or is declared effectivematerial adverse effect and shall allocate the amount of the Ordinary Shares to be included in such registration as follows: (i) first, Shamrock shall be permitted to include all Registrable Securities to be registered thereby; (ii) second, Eastgate shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate, pro rata among the Eastgate entities to the amount of shares then held by each such Eastgate entity; and (iii) third, the Company and any other shareholder exercising piggyback registration rights shall be allowed to include such amount of Ordinary Shares as the managing underwriter deems appropriate; pr, however, that, the amount of Ordinary Shares to be sold by the Company and any other shareholders under clause (ii) and /or (iii) and intended to be included in such offering shall be reduced in its entirety prior to any reduction of the number of Holders' Registrable Securities. (e) Each of Listco and Holder shall have the Lender shall bear 50 per cent. of right to withdraw its Registrable Securities from the Registration Expenses incurred in connection with Statement at any time prior to the Registrationeffective date thereof, but if the same relates to an underwritten offering, it may only do so after the initial filing thereof during the time period and on terms deemed appropriate by the underwriters for such underwritten offering. (f) The Lender Notwithstanding anything to the contrary in Section 4(a) but subject to Section 8, the Company shall not be entitled obligated to select and obtain an investment banking firm or firms of international reputation file a Registration Statement with respect to act as a Form F-3 Registration upon a request by Shamrock under Section 4(a), if the managing underwriters of Company has paid the offering (the “Approved Underwriter”)Registration Expenses for one Form F-3 Registrations in accordance with Section 8; provided, however, that only a Form F-3 Registration that has become effective and remained continuously effective for the Approved Underwriter(s) selected by the Lender shall, in all cases, be subject to the consent of Listco, which consent shall not be unreasonably withheld. Listco shall enter into such customary agreements for underwritten secondary offerings and take all such actions and deliver or cause to be delivered such other documents and instruments reasonably requested by any Right Holder or the lead underwriter in any secondary underwritten offering in order to expedite or facilitate the disposition of the Registrable Securities; provided that, the fees and expenses to be incurred in connection with an underwritten offering of lesser of: (i) the period during which all Registrable Securities registered thereunder are sold; and (ii) certain 180 days shall be counted as a Form F-3 Registration and be counted against the aforesaid limitation; and provided, further, however, that a registration shall not constitute a Form F-3 Registration if (x) after such Form F-3 Registration has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other securities order or requirement of Listco the Commission or other governmental agency or court for any reason not attributable to the Holders and such interference is not thereafter eliminated; or (y) the conditions to closing specified in the underwriting agreement, if any) shall be borne on , entered into in connection with such Form F-3 Registration are not satisfied or waived, other than by any reason of a pro rata basis in proportion failure not attributable to the aggregate number of securities being sold by each seller participating the such underwritten offeringHolders.

Form F-3 Registration. (a) Listco represents and warrants to each Right Holder as At any time after the first anniversary of the date hereof and as Closing Date, Holder shall, subject to the provisions of this Section 4, be entitled to request that the Filing Date that Listco meets the requirements for use Company effect a registration of Holder's Registrable Securities comprising at least 150,000 Ordinary Shares on Form F-3 under the Securities Act and Listco is as shall be specified in such request (a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act"Form F-3 Registration"). (b) To the extent permitted under applicable Law, as As soon as practicable after the Closing but in receipt of any event no later than 45 days thereof (or such later period agreed written request pursuant to by each Right HolderSection 4(a), Listco the Company 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”) Statement covering the offering and sale of the Registrable Securities pursuant to Rule 415 under and shall effect such registration as would permit or facilitate the Securities Act sale and Listco shall use commercially reasonable efforts to cause distribution of all or 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 portion of the Holder's 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 as are specified in such offering and sale as required by and in accordance with Rule 424 under the Securities Actrequest. (c) Such Registration Statement (and each amendment or supplement theretoAt all times during which the Company is subject to the reporting requirements of the Exchange Act, and each request the Company shall use its best efforts to make registrations on Form F-3 available for acceleration the sale 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 objectsRegistrable Securities. (d) Listco shall notify each Right If the Holder by facsimile or email as promptly as practicableso elects, 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 (of Registrable Securities pursuant to a Form F-3 Registration shall involve a managing underwriter or underwriters selected for such offering by the “Approved Underwriter”)Holder; provided, however, that the Approved Underwriter(s) selected by the Lender shall, in all cases, such managing underwriter shall be subject acceptable to the consent Company in its reasonable judgment. If the managing underwriter advises the Company in writing that in its opinion the aggregate amount of Listco, which consent shall not be unreasonably withheld. Listco shall enter into such customary agreements for underwritten secondary offerings and take all such actions and deliver or cause Ordinary Shares requested to be delivered included in such other documents and instruments reasonably requested by any Right Holder or offering is sufficiently large to have a material adverse effect on the lead underwriter success of such offering, then the Company shall include in any secondary underwritten offering such registration only the aggregate amount of Ordinary Shares that in order to expedite or facilitate the disposition opinion of the Registrable Securities; provided that, managing underwriter may be sold without any such material adverse effect and shall allocate the fees and expenses amount of the Ordinary Shares to be incurred included in connection with an underwritten offering of such registration as follows: (i) first, the Holder shall be permitted to include all Registrable Securities to be registered thereby; and (ii) certain second, the Company and any other securities of Listco (if any) shareholder exercising piggyback registration rights shall be borne on a pro rata basis in proportion allowed to include such amount of Ordinary Shares as the aggregate number managing underwriter deems appropriate; provided, however, that, the amount of securities being Ordinary Shares to be sold by each seller participating the such underwritten offering.Company and any other