Common use of The Registration Statement Clause in Contracts

The Registration Statement. Within forty-five (45) days of Closing, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, Company will file a registration statement on Form F-3 or if such form is not available, on Form F-1 (the “Initial Registration Statement”) registering the resale of the Purchase Shares, and any other Class A Shares issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Investor may sell the Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares registered at all times to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Within forty-five Company will file within sixty (4560) days of Closingthe Closing Date, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, Company will file a resale registration statement on Form F-3 S-1 or if such form is not available, on Form F-1 S-3 (the “Initial Registration Statement”) registering at least 10,000,000 shares of Common Stock for the resale of the Commitment Shares and the Purchase Shares, and any other Class A Shares Common Stock issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Class A SharesCommon Stock, which contains, among other things a Plan of Distribution section disclosing the methods by which Investor Company may sell the Class A SharesCommon Stock. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares Common Stock registered at all times to accommodate the full Commitment Amount. Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Within forty-five (45) days of ClosingCompany will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, Company will file with the SEC within forty-five (45) days from the Closing Date a registration statement on Form F-3 or if such form is not available, on Form F-1 (the “Initial Registration Statement”) registering the resale lesser of (i)40,000,000 Ordinary Shares or (ii) the Purchase maximum number of Ordinary Shares permitted by the SEC for the Commitment Shares, Pre-Delivery Shares, and any other Class A Shares issuable pursuant to this Agreement or the Pre-Paid PurchasesPurchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Class A Ordinary Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Investor Company may sell the Class A Ordinary Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Ordinary Shares registered at all times to accommodate the full Commitment Amount. Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement, or any subsequent Registration Statements, Statement at all times Investor owns any of the Securities.

The Registration Statement. Within forty-five (45) days of ClosingCompany will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, Company will file with the SEC within the later of twenty (20) days from (i) the filing of Company’s annual report on Form 10-K, and (ii) the Closing Date, a registration statement on Form F-3 or if such form is not available, on Form F-1 S-1 (the “Initial Registration Statement”) registering the resale of the Purchase Shares, and any other at least 8,000,000 Class A Shares issuable (subject to any limits that may be imposed pursuant to this Agreement Rule 415 under the 1933 Act or the Pre-Paid Purchasesrules and regulations of the Principal Market), including a base prospectus, with respect to the issuance and sale of securities by Company, including Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Investor may sell the Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares registered at all times to accommodate the full Commitment AmountClass A Shares underlying the conversion of each Preferred Share. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement, or any subsequent Registration Statements, Statement at all times Investor owns any of the Securities.

The Registration Statement. Within forty-five Subject to the terms and conditions of this Agreement, the Company shall (45i) days as soon as practicable after June 2, 2025, but in no case later than June 9, 2025 (the “Filing Deadline”), prepare and file with the SEC an initial Registration Statement covering the resale by the Investors of Closingat least 18,352,942 Common Shares to be issued upon conversion of the Put Shares issuable pursuant to the Initial Put Issuance in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Common Shares by the Investors under Rule 415 at then prevailing market prices (and not fixed prices); provided, that to the extent permissible under the SEC rules, regulations and interpretations, the Company may initially register additional Common Shares to be issued upon conversion of Put Shares issuable hereunder pursuant to subsequent Put Issuances on the same Registration Statement. The Company shall file additional Registration Statement(s), to the extent applicable, in connection with subsequent Put Issuances to register the Common Shares to be issued upon conversion of the Put Shares issued pursuant to such subsequent Put Issuances, in accordance with the provisions terms and procedures applicable to the initial Registration Statement. The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the seventy-fifth (75th) calendar day following the initial filing hereof (or, in the event of a “full review” by the 1933 Act and one hundred twentieth (120th) calendar day following the rules and regulations thereunder, Company will file a registration statement on Form F-3 or if such form is not available, on Form F-1 initial filing thereof) (the “Initial Registration StatementEffectiveness Deadline”) registering the resale of the Purchase Shares, and any other Class A Shares issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Investor may sell the Class A Shares). Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed The Company shall file with the SEC in accordance with and within the time period prescribed under Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “such Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares registered at all times to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Within forty-five (45) days of Closing, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, Company will file a registration statement on Form F-3 or if such form is not available, on Form F-1 (the “Initial Registration Statement”) registering the resale of the Commitment Shares, the Pre-Delivery Shares, the Purchase Shares, and any other Class A Shares issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Investor may sell the Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares registered at all times to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.