Shelf Request Sample Clauses
A Shelf Request clause defines the process by which a party can request the registration of securities under a shelf registration statement. This allows the issuer to register a large amount of securities that can be offered and sold over time, rather than all at once. Typically, the clause outlines the notice requirements, timing, and conditions under which such a request can be made. Its core function is to provide flexibility and efficiency in accessing capital markets, enabling issuers or security holders to respond quickly to favorable market conditions.
Shelf Request. In the event that 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 is 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, (a) 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 (b) promptly (and in any event not later than twenty (20) Business 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 Holders’ Registrable Securities as are specified in such request, together with the Registrable Securities requested to be included in such Takedown by any Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that (i) the Registrable Securities requested to be offered pursuant to such Takedown must have an anticipated aggregate price to the public (net of any underwriting discounts and commissions) of not less than US$1,000,000, and (ii) the Company shall not be obligated to effect any such Takedown (x) if the Company has within the twelve (12) month period preceding the date of such request already effected four (4) Takedowns under this Section 2.3 pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares or (y) within ninety (90) days of effecting a previous Takedown under this Section 2.3 or an offering pursuant to Section 2.2.
Shelf Request. If at any time the Company shall receive from a ------------- Holder a written request (a "Shelf Request") that the Company register pursuant ------------- to Rule 415 under the Securities Act (or any successor rule with similar effect) a delayed offering of all (but not less than all) Registrable Securities, then the Company shall, as promptly as practicable (but in no event more than thirty (30) days after so required or requested pursuant to this Section 4) prepare and file with the SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective, a Registration Statement on an appropriate form under the Securities Act relating to the offer and sale of Registrable Securities by the Holder thereof from time to time in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"). No Shelf Request may be ------------------ made within six (6) months after a Demand Registration is declared effective.
Shelf Request. Any Holder may request in writing (a "Shelf Request") that the Company file a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") relating to the Holder's Registrable Securities beginning on the earlier of (i) the date on which the Company is a registrant entitled to use Form S-3 or any successor thereto to register shares of Common Stock and (ii) April 1, 2001; provided, however, that the shares of Registrable Securities to be included in such Shelf Registration Statement comprise the greater of 2,000,000 shares (subject to adjustment for any stock split or stock dividend) or 5% of the outstanding Common Stock on such date. Upon receipt of such request, the Company will, on or before 90 days after such request (the "Shelf Filing Deadline"), file such Shelf Registration Statement. The Company shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission as promptly as practicable after such filing but in any event not later than 150 days following the date of the Shelf Request.