Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, 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 Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.

Appears in 3 contracts

Samples: Adoption Agreement (Arrowhead Research Corp), Investors’ Rights Agreement (Arrowhead Research Corp), Investors’ Rights Agreement (Arrowhead Research Corp)

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Expenses of Demand Registration. All expenses, The Company shall bear and pay ------------------------------- all expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, 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 Holders, shall be borne Holders selected by the Companythem; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses on a pro rata based upon basis according to the number of Registrable Securities that were to be included in the withdrawn registrationof each participating Holder), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mpath Interactive Inc/Ca), Agreement and Plan of Merger (Mpath Interactive Inc/Ca), Rights Agreement (Mpath Interactive Inc/Ca)

Expenses of Demand Registration. All expenses, expenses (other than underwriting ------------------------------- discounts and commissions, ) incurred in connection with up to two registrations, filings or qualifications pursuant to Section 2.11.2 hereof, 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 Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Inflow Inc), Investors' Rights Agreement (Inflow Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, 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 Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Ariba Inc), Investors' Rights Agreement (Ariba Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and (including the reasonable fees and disbursements of one counsel for the selling Holders, ) shall be borne by the Company; , provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), expenses) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 2 contracts

Samples: Registration Rights Agreement (Westower Corp), Agreement and Plan of Merger (Westower Corp)

Expenses of Demand Registration. All expenses, reasonable expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1Sections 1.2 and 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 Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Airgain Inc), Investors’ Rights Agreement (Airgain Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications registrations pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Company and the reasonable (including fees and disbursements of one counsel for the selling Holders, ) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 2 contracts

Samples: Rights Agreement (Pemstar Inc), Shareholders' Agreement (Pemstar Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, 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 Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 2 contracts

Samples: Rights Agreement (Pivotal Corp), Rights Agreement (E Piphany Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, 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 Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one such demand registration pursuant to Section 21.2.

Appears in 1 contract

Samples: Rights Agreement (Fastnet Corp)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.1, 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 Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Arrowhead Research Corp)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.17.2, 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 Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 7.2 if the registration request is subsequently withdrawn at the request of the Holders of (initiating and noninitiating) holding a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority at least 66-2/3% of the Registrable Securities agree to forfeit their right to one initiate their demand registration pursuant to Section 27.2.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Software Net Corp)

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Expenses of Demand Registration. All expenses, expenses other than ------------------------------- underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.12.2, including (without limitation) ), all registration, filing and qualification fees, printers’ 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 Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 22.2.

Appears in 1 contract

Samples: Registration Rights Agreement (Giga Information Group Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, 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 Holders, Holders shall be borne by the Company; , provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 1 contract

Samples: Rights Agreement (A.C.T. Holdings, Inc.)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and (including the reasonable fees and disbursements of one counsel for the selling Holders), shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 1 contract

Samples: Investors' Rights Agreement (Versata Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2.11.2, 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 (1) counsel for the selling HoldersHolders selected by them, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 21.2.

Appears in 1 contract

Samples: Investor Rights Agreement (Novient Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions and transfer taxes incurred in connection with the underwriting, registrations, filings or qualifications pursuant to Section 2.12, including (including, without limitation) , all registration, filing and qualification fees, printers’ printing and accounting fees, the fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their the right to one demand registration pursuant to Section 2Sections 2 and 15.

Appears in 1 contract

Samples: Registration Rights Agreement (Primus Knowledge Solutions Inc)

Expenses of Demand Registration. All expenses, expenses other than underwriting ------------------------------- discounts and commissions, commissions incurred in connection with registrationsregistration, filings or qualifications pursuant to Section 2.11.2, 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 $20,000 of one counsel for the selling Holders, Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registrationexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 21.2.

Appears in 1 contract

Samples: Rights Agreement (Tenfold Corp /Ut)

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