Counsel to the Holders definition

Counsel to the Holders means (i) with respect to any Demand Registration, the counsel selected by the Holders of a majority of the Registrable Securities initially requesting such Demand Registration and (ii) with respect to any Underwritten Takedown or Piggyback Registration, the counsel selected by the Majority Holders.

Counsel to the Holders means, one counsel (and one local counsel) selected from time to time by the Holders of a majority of the Registrable Securities.

Counsel to the Holders means, with respect to any underwritten offering pursuant to a Demand Registration (including a Shelf Takedown or any Underwritten Shelf Takedown), the one law firm or other legal counsel selected by the Holders of a majority of the Registrable Securities requested to be included in such Demand Registration (or Shelf Takedown or Underwritten Shelf Takedown, if applicable).

Examples of Counsel to the Holders in a sentence

• In addition, the Company will pay the reasonable fees and disbursements of the Counsel to the Holders, including, for the avoidance of doubt, any expenses of Counsel to the Holders in connection with the filing or amendment of any Registration Statement, Prospectus or free writing prospectus hereunder.

• In addition, the Company will pay the reasonable fees and disbursements of the Counsel to the Holders, including, for the avoidance of doubt, any expenses of Counsel to the Holders in connection with the filing or amendment of any Registration Statement, Prospectus or free writing prospectus hereunder or any Underwritten Offering.

• Notwithstanding anything to the contrary herein, if the Company shall not register any securities with respect to which it had given written notice to Holders of its intention to register, all out-of-pocket expenses incurred by such requesting Holders in connection with such registration (other than the fees, disbursements and other charges of counsel other than the Counsel to the Holders) shall be deemed to be Registration Expenses.

• Conduct themselves at all times as representatives of St. Lawrence-Lewis BOCES.

• In connection with each Demand Registration, each Underwritten Shelf Takedown and each Piggyback Offering, the Company shall reimburse the Holders of Registrable Securities included in such registration for the reasonable fees and disbursements of Counsel to the Holders; provided, however, the amount of such reimbursement shall not exceed $50,000 in the aggregate for all Counsel to the Holders, unless agreed to in advance by the Company and the Major Investors.

More Definitions of Counsel to the Holders

Counsel to the Holders means the counsel selected by the Holders of a majority of the Registrable Securities.

Counsel to the Holders means, with respect to any Piggyback Takedown or any Holder Underwritten Offering, one (1) counsel selected by the Holders of a majority of the Registrable Securities requested to be included in such Piggyback Takedown or Holder Underwritten Offering.

Counsel to the Holders has the meaning specified in Section 4(a).

Counsel to the Holders means (i) with respect to the Initial Shelf Registration Statement pursuant to Section 2 or any subsequent Shelf Registration Statement pursuant to Section 3, the counsel from no more than one firm of attorneys selected by the Holders of a majority of the Registrable Securities with respect to each type of Registrable Security included in any such Registration Statement, (ii) with respect to any Demand Registration, the counsel from no more than one firm of attorneys selected by the Holders of a majority of the Registrable Securities with respect to each type of Registrable Security initially requesting such Demand Registration and (iii) with respect to any Underwritten Offering or Piggyback Offering, the counsel from no more than one firm of attorneys selected by the Majority Holders.

Counsel to the Holders means, with respect to any underwritten offering pursuant to a Demand Registration (including a Shelf Takedown), (i) one law firm retained by the Holders of a majority of the Registrable Shares requested to be included in such Demand Registration (including a Shelf Takedown, if applicable), together with any separate local counsel reasonably retained by such law firm; provided that such counsel shall not also be counsel to the Company without the consent of each Principal Stockholder who requests to include Registrable Shares representing at least 10% of the Registrable Shares requested to be included in such Demand Registration, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii), if a Principal Stockholder or any of its Affiliates (other than the Company and any of its Subsidiaries) hold any Registrable Shares requested to be included in such Demand Registration (including a Shelf Takedown, if applicable) and such Registrable Shares represent at least 20%, but do not represent a majority, of the total number of Registrable Shares requested to be included in such Demand Registration (including a Shelf Takedown, if applicable), one law firm retained by such Principal Stockholder, together with any separate local counsel reasonably retained by such law firm.

Counsel to the Holders means the single law firm from time to time representing the Holders, as appointed by the Holders of a majority in number of the Registrable Securities.

Counsel to the Holders means with respect to any Underwritten Offering or Piggyback Offering, the counsel selected by the Required Holders.