Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 24 contracts
Sources: Investors’ Rights Agreement (Space Exploration Technologies Corp), Investors’ Rights Agreement (EBR Systems, Inc.), Investors’ Rights Agreement (Space Exploration Technologies Corp)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 9 contracts
Sources: Investors' Rights Agreement (EBR Systems, Inc.), Investors' Rights Agreement (Seattle Genetics Inc /Wa), Investors' Rights Agreement (Diadexus Inc)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements disbursements, not to exceed $50,000 for each registration, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 5 contracts
Sources: Investors’ Rights Agreement (Life360, Inc.), Investors’ Rights Agreement (10x Genomics, Inc.), Investors’ Rights Agreement (10X Genomics, Inc.)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements disbursements, not to exceed $30,000 for each registration, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Hinge Health, Inc.), Investors’ Rights Agreement (Hinge Health, Inc.), Investors’ Rights Agreement (Confluent, Inc.)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements disbursements, not to exceed $30,000, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Elastic N.V.), Investors’ Rights Agreement (Elastic N.V.), Investors’ Rights Agreement (2U, Inc.)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements not exceeding $35,000 of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company(such fees and disbursements not to exceed $50,000 for any registered offering), which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 1.6 for each Holder (which right may be assigned as provided in Section 1.121.15), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 3 contracts
Sources: Investors’ Rights Agreement, Investors’ Rights Agreement (Nlight, Inc.), Investors’ Rights Agreement (Nlight, Inc.)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and up to $5,000 of the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 3 contracts
Sources: Investors' Rights Agreement (Sage Inc/Ca), Investors' Rights Agreement (Sage Inc/Ca), Investors' Rights Agreement (Sage Inc/Ca)
Company Registration. All expenses (other than underwriting discounts and commissions commissions, stock transfer taxes and fees of counsel to the selling Holders in addition to that provided below) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12)Holder, including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 3 contracts
Sources: Investors' Rights Agreement (Drugstore Com Inc), Investors' Rights Agreement (Drugstore Com Inc), Investors' Rights Agreement (Voyager Group Usa-Brazil LTD)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements disbursements, not to exceed $30,000 for each registration, of one counsel for the selling Holder or Holders selected by them them, with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (HashiCorp, Inc.), Investors’ Rights Agreement (HashiCorp, Inc.)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel (not to exceed $25,000) for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.), Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)
Company Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 1.2 for each Holder (which right may be assigned as provided in Section 1.121.11 below), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investor Rights Agreement (Advanced Biotherapy Inc), Investor Rights Agreement (Advanced Biotherapy Inc)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification feesqualification, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Smartsheet Inc), Investors’ Rights Agreement (Smartsheet Inc)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders (not to exceed $25,000) selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Affirm Holdings, Inc.), Investors’ Rights Agreement (Affirm Holdings, Inc.)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 2.3 for each Holder (which right may be assigned as provided in Section 1.122.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (NanoString Technologies Inc), Investors’ Rights Agreement (NanoString Technologies Inc)
Company Registration. All expenses other than underwriting discounts and commissions and stock transfer taxes incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders Holder(s) selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Apptio Inc), Investors’ Rights Agreement (Apptio Inc)
Company Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 1.2 for each Holder (which right may be assigned as provided in Section 1.121.11), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investor Rights Agreement (Advanced Biotherapy Inc), Investor Rights Agreement (Advanced Biotherapy Inc)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements not to exceed $50,000 of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Cardiodx Inc), Investors’ Rights Agreement (Cardiodx Inc)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements disbursements, not to exceed $30,000 for each registration, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed, shall be borne by the Company.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Upstart Holdings, Inc.)
Company Registration. All expenses expenses, other than underwriting -------------------- discounts and commissions commissions, incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder ----------- (which right may be assigned as provided in Section 1.12), including (without ------------ limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and expenses in connection with any special audit, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheldHolder or Holders, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements (not to exceed $15,000) of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Aether Systems LLC)
Company Registration. All expenses other than underwriting -------------------- discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements disbursements, not to exceed $10,000, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Sources: Investors' Rights Agreement (Loudeye Technologies Inc)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.121. 12), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders Holders, not to exceed $10,000, selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Companysuch Holder.
Appears in 1 contract
Sources: Investors’ Rights Agreement (China Nuokang Bio-Pharmaceutical Inc.)
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each the Holder (which right may be assigned as provided in Section 1.121.13), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them it with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses other than underwriting -------------------- discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.121.11), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses other than underwriting discounts discounts, taxes and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders (which shall not exceed $30,000) selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Company Registration. All expenses other than underwriting -------------------- discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Sources: Investors' Rights Agreement (Vascular Solutions Inc)
Company Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.
Appears in 1 contract
Sources: Investors’ Rights Agreement (Qunar Cayman Islands Ltd.)