Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations requested pursuant to Section 1.3, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the fees and disbursements of counsel for the Company shall be borne by the Company.

Appears in 4 contracts

Samples: Investor Rights Agreement (Advanced Biotherapy Inc), Rights Agreement (Advanced Biotherapy Inc), Investor Rights Agreement (Advanced Biotherapy Inc)

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Registration on Form S-3. 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 two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees 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, and counsel for the Company shall be borne by the Company.

Appears in 4 contracts

Samples: Investors' Rights Agreement (Voyager Group Usa-Brazil LTD), ' Rights Agreement (Drugstore Com Inc), ' Right Agreement (Voyager Group Inc/Ca/)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 4 contracts

Samples: Rights Agreement (Pets Com Inc), Investors' Rights Agreement (Etoys Inc), Rights Agreement (Pets Com Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company 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

Samples: Investors’ Rights Agreement (Docusign Inc), Investors’ Rights Agreement (Impinj Inc), Investors’ Rights Agreement (Impinj Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualificationand qualification fees, printers' and accounting fees and the 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 (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

Samples: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)

Registration on Form S-3. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with two (2) registrations requested registrations, filings or qualifications of Registrable Securities pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements (not to exceed $25,000 in the aggregate) of one counsel for the selling Holder or Holders selected by them and counsel for the Company shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Redfin CORP), Investors’ Rights Agreement (Redfin CORP)

Registration on Form S-3. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with two (2) registrations a registration, filing or qualification requested pursuant to Section 1.32.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by the original requesting Holders with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (MINDBODY, Inc.), Investors’ Rights Agreement (MINDBODY, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions and stock transfer taxes incurred in connection with two (2) registrations requested registrations, filings or qualifications pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualificationfiling and qualification fees, printers' and accounting fees and the fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling 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

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

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration of the resale of Registrable Securities requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the 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

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

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, but not including any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Funding Agreement (Omeros Corp), Rights Agreement (Omeros Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements disbursements, not to exceed $30,000, of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Elastic N.V.), Investors’ Rights Agreement (Elastic N.V.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.7, including (without limitation) all registration, filing, qualificationand qualification fees, printers' and accounting fees and the 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 2 contracts

Samples: Rights Agreement (Nlight, Inc.), Rights Agreement (Nlight, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.32.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (NanoString Technologies Inc), Investors’ Rights Agreement (NanoString Technologies Inc)

Registration on Form S-3. All expenses other than underwriting underwriters' discounts and or commissions incurred in connection with two (2) registrations requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them and counsel for the Company, associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors' Rights Agreement (M Wise Inc), Investors' Rights Agreement (M Wise Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualificationand qualification fees, printers' and accounting fees and the 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

Samples: Investor Rights Agreement (Solarcity Corp)

Registration on Form S-3. All expenses other than ------------------------ underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of counsel for the Company and 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

Samples: Rights Agreement (Vascular Solutions Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4 (exclusive of any underwriters’ discounts or commissions associated with Registrable Securities), including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company 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

Samples: Investors’ Rights Agreement (GameFly Inc.)

Registration on Form S-3. All expenses other ------------------------ than underwriting discounts and commissions and stock transfer taxes incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements (not to exceed $25,000) of one counsel for the Company selling Holder or Holders selected by the Holders of a majority of the Registrable Securities to be registered with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Durect Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (Paypal Inc)

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Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations requested registrations, filings or qualifications of Registrable Securities pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees 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 fees and disbursements will not exceed $30,000), which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (Seattle Genetics Inc /Wa)

Registration on Form S-3. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with two (2) registrations the first registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees 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, and counsel for the Company shall be borne by the Company. The expenses for subsequent registrations pursuant to Section 1.4 shall be borne by the selling Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Elsinore Corp)

Registration on Form S-3. All expenses other than ------------------------ underwriting discounts and commissions incurred in connection with two (2) registrations requested registrations, filings or qualifications of Registrable Securities pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualificationfiling and qualification fees, printers' and accounting fees and the fees, fees and disbursements of one 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

Samples: Investors' Rights Agreement (Moai Technologies Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in ------------------------ connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements disbursements, not to exceed $10,000, of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Loudeye Technologies Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them, with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities (the “S-3 Expenses”) shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Audience Inc)

Registration on Form S-3. All expenses other than stock transfer taxes, underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel (not to exceed $50,000) for the Company 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

Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)

Registration on Form S-3. All expenses other than underwriting (excluding any underwriters’ discounts and or commissions associated with Registrable Securities) incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by a majority in interest of the selling Holders, shall be borne by the Company, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Concentric Medical Inc)

Registration on Form S-3. All The Company shall pay all expenses (other than underwriting discounts and commissions commissions, if applicable) incurred in connection with two (2) registrations a registration requested pursuant to Section 1.34, including (whether or not such registration becomes effective, including, without limitation) , all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be borne by unreasonably withheld, and counsel for the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Rab Enterprises Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Opower, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company Holder selected by it with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Tesla Motors Inc)

Registration on Form S-3. All expenses (other than underwriting ------------------------ discounts and commissions commissions) incurred in connection with two (2) registrations a registration requested pursuant to Section 1.31.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees 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, and counsel for the Company shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Eoexchange Inc/Ca)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in ------------------------ connection with two (2) registrations a registration requested pursuant to Section 1.3, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the Company selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Company.Holder or Holders participating in the Form S-3

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chemdex Corp)

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