Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall, at any time after the earlier of (i) June 30, 2007 or (ii) one (1) year following a Qualified Public Offering, receive a written request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000), then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a).

Request by Holders. If the Company shall, shall receive at any time after six (6) months following the earlier of (i) June 30the date that the Company becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, 2007 as amended (the Exchange Act"), or (ii) one (1the effective date of a transaction in which the Company's outstanding shares of Common Stock are exchanged for shares of common stock of an entity that is subject to the periodic reporting requirements of Sections 13 or 15(d) year following a Qualified Public Offeringof the Exchange Act, receive a written request from the Holders of at least fifty percent (50%) a majority of the Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of no Registrable Securities having an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than twenty percent two million five hundred thousand dollars (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000$2,500,000), then the Company shall, within ten fifteen (1015) business days of the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use its best efforts commence taking such steps as may be reasonably necessary to effect, as soon as practicable, the registration on Form S-2 (or any successor form) under the Securities Act of all Registrable Securities that the which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty fifteen (2015) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)1.2.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) June 30, 2007 five (5) years from the date of this Agreement or (ii) one six (16) year following months after the effective date of the first registration statement for a Qualified Public Offeringpublic offering of securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, receive stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least fifty percent (50%) 20% of the Registrable Securities then outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration such amount of no Registrable Securities as would have an anticipated aggregate public offering price of not less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)$10,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Demand Notice”) to all Holders, and use its best efforts to effectHolders and, as soon as practicable, the file a registration statement under the Securities Act of covering all Registrable Securities that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)2.

Request by Holders. If the Company shall, shall receive at any time ------------------ after the earlier later of (i) June 30September __, 2007 1998, or (ii) one six (16) year following months after the effective date of the Company's initial public offering of its securities pursuant to a Qualified Public Offeringregistration filed under the Securities Act, receive a written request from the Holders of at least fifty percent (50%) % of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use its best efforts to effect, as soon as -------------- practicable, the registration under the Securities Act of all Registrable Securities that the which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.32.2; provided that the Company shall not Registrable Securities -------- requested by all Holders to be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act registered pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions such request must either (i) be at least fifty percent (50%) of Section 2.4, other than a registration from which the all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)not less than $10,000,000.

Request by Holders. If the Company shallCompany, at any time after the earlier of (i) June 30the fourth (4th) anniversary of the Series F Original Issue Date (as defined in the Memorandum and Articles), 2007 or (ii) one (1) year following the taking effect of a Qualified Public Offeringregistration statement for the initial public offering of the Company, receive receives a written request from the Holders of at least fifty thirty percent (5030%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (a minimum of 20%) % of such Holders’ the Registrable Securities pursuant to this Section 2.3 (or a any lesser percentage if the anticipated gross proceeds from the offering shall are to exceed US$5,000,000)100,000,000) pursuant to this Section 2.3, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all the Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). For purpose of this Agreement, “Business Day” means any day on which banks are open for business in the Cayman Islands, Hong Kong and the PRC.

Request by Holders. If the Company shall, at any time after the earlier of (i) June 30, 2007 forty eight (48) months from the Closing Date (as defined in the Series D-2 Purchase Agreement) or (ii) one six (16) year months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request from the Holders of at least fifty twenty percent (5020%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than at least twenty percent (20%) of such Holders’ the Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a2.4(b).

Request by Holders. If the Company shall, shall receive at any time after the earlier of three (i3) June 30years from the date of this Agreement, 2007 or six (ii6) one months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act (1) year following a Qualified Public Offeringthe “IPO”), receive a written request from the Holders of at least fifty percent (50%) a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)2.2, then the Company shall, within ten twenty (1020) business days of after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.32; provided provided, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least thirty percent (30%) of the Holders have been excluded (with respect to all or any portion of the Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than Five Million Dollars ($5,000,000) or Thirty Million Dollars ($30,000,000) if such requested registration is the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)IPO.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) June 30, 2007 four (4) years from the date of this Agreement or (ii) one six (16) year following months after the effective date of the first registration statement for a Qualified Public Offeringpublic offering of securities of the Company (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, receive stock purchase or similar plan or an SEC Rule 145 transaction) a written request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding outstanding, voting together as a single class and on an as-converted basis (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of no Registrable Securities with an anticipated aggregate public offering price of not less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)$10,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Demand Notice”) to all Holders, and use its best efforts to effectHolders and, as soon as practicable, the file a registration statement under the Securities Act of covering all Registrable Securities that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)2.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) June 30the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act or, 2007 or (ii) one May 5, 2000 (1) year following a Qualified Public Offeringprovided such date is not within six months after the effective date of the Company's initial public offering), receive a written request from the Holders of at least fifty forty percent (5040%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders, and use its best efforts to effect, as soon as practicablepracticable and in any event within sixty (60) days of the receipt of such request, the registration under the Securities Act of all Registrable Securities that the which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.32.2; provided PROVIDED that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding, (ii) in the case of a request by the Holders of Series B Stock or Series C Stock, be at least twenty percent (20%) of all Registrable Securities issued or issuable upon conversion of the Holders Series B Stock or Series C Stock, as the case may be, or (iii) have been excluded an anticipated aggregate public offering price (with respect to all or before any portion underwriting discounts and commissions) of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)not less than $5,000,000.

Request by Holders. If the Company shallCompany, at any time after prior to the earlier third (3rd) anniversary of (i) June 30the Closing Date, 2007 or (ii) one (1) year following is unable to maintain the effectiveness of the Shelf Registration Statement, other than in connection with a Qualified Public OfferingSuspension Event, receive and during such time, the Company receives a written request from the Holders of at least fifty twenty-five percent (5025%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (20%) of such Holders’ Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)Securities, then the Company shall, within ten (10) business days of after the receipt of such written request, give written notice of such request (“"Request Notice”") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice; provided, subject only to the limitations of this Section 2.3; provided however, that the Company Registrable Securities requested by all Holders to be registered pursuant to such request must be at least fifteen percent (15%) of all Registrable Securities then outstanding. Such registration shall not be obligated to effect any such registration if effected on a Form S-1 or S-2, whichever is then available for the Company has, within Company's use under the six (6) month period preceding the date of such request, already effected a registration rules promulgated under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)Act.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) June 30July 5, 2007 2002, or (ii) one six (16) year following months after the effective date of the Company's initial public offering of its securities pursuant to a Qualified Public Offeringregistration filed under the Securities Act, receive a written request from the Holders of at least fifty percent 2,100,000 shares (50%on a common equivalent basis) of the Demand Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of no less than twenty percent (20%) of such Holders’ Demand Registrable Securities pursuant to this Section 2.3 (or a lesser percentage if the anticipated gross proceeds from the offering shall exceed US$5,000,000)2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Demand Registrable Securities that the which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.32.2; provided that the Company shall Demand Registrable Securities requested by all Holders to be registered pursuant to such request must either (i) be at least fifty percent (50%) of all Demand Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not be obligated to effect any less than $5,000,000 (or $10,000,000 if such requested registration if is the Company has, within initial public offering of the six (6) month period preceding the date of such request, already effected a registration Company's stock registered under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(aAct).