Common use of Cancellation of Registration Clause in Contracts

Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six (6) Demand Requests and notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation.

Appears in 4 contracts

Samples: Registration Rights Agreement (Greenlight Capital LLC), Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (BioFuel Energy Corp.)

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Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 1.2 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six the two (62) Demand Requests Requests, and notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation.

Appears in 4 contracts

Samples: Investor's Rights Agreement (Immediatek Inc), Investor's Rights Agreement (Radical Holdings Lp), Securities Purchase Agreement (Radical Holdings Lp)

Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to may cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six (6) the two Demand Requests and notwithstanding anything to the contrary in the this Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior before any cancellation pursuant to clause (ii) of the time of cancellationforegoing sentence.

Appears in 3 contracts

Samples: Registration Rights Agreement (Saratoga Resources Inc /Tx), Registration Rights Agreement (Crimson Exploration Inc.), Registration Rights Agreement (America Capital Energy Corp)

Cancellation of Registration. A majority in interest of the Participating Requesting Holders shall have the right to cancel a proposed registration Registration of Registrable Securities pursuant to this Section 2.1 2.01 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration Registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Requesting Holders at the time of the their written request for a Demand RequestRegistration. Such cancellation of a registration Registration shall not be counted as one of six the three (63) Demand Requests and Registrations provided for in Section 2.01 above and, notwithstanding anything to the contrary in the this Agreement, the Company shall be responsible for the expenses of the Participating Requesting Holders incurred in connection with the registration Registration prior to the time of such cancellation.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hicks Acquisition CO I Inc.), Registration Rights Agreement (Hicks Acquisition CO I Inc.), Registration Rights Agreement (Raycliff Acquisition Corp)

Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six the three (63) Demand Requests and notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation.

Appears in 2 contracts

Samples: Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (BioFuel Energy Corp.)

Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration and such registration has not become effective or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six (6) the Demand Requests and and, notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hercules Offshore, LLC), Registration Rights Agreement (Hercules Offshore, Inc.)

Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 1.2 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six the two (62) Demand Requests and notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Refocus Group Inc), Investors' Rights Agreement (Refocus Group Inc)

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Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to may cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 2.01 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six (6) the four Demand Requests and notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to before the time of cancellation.

Appears in 1 contract

Samples: Shareholders Rights Agreement (Gulfwest Energy Inc)

Cancellation of Registration. A majority in interest of the Participating Holders The Holder shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 1.2 when, (i) in their its discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders Holder at the time of the Demand Request. Such cancellation of a registration shall not be counted as the one of six (61) Demand Requests Request and notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses Registration Expenses of the Participating Holders Holder incurred in connection with the registration prior to the time of cancellation.

Appears in 1 contract

Samples: Registration Rights Agreement (NationsHealth, Inc.)

Cancellation of Registration. A majority Majority in interest Interest of the Participating Requesting Holders shall have the right to cancel a proposed registration of Registrable Securities and Registrable Preferred pursuant to this Section 2.1 1.2 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Requesting Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six the five (65) Demand Requests and notwithstanding anything to the contrary in the this Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation.

Appears in 1 contract

Samples: Registration Rights Agreement (Remy International, Inc.)

Cancellation of Registration. A majority in interest of the Participating Holders shall have the right to cancel a proposed registration of Registrable Securities pursuant to this Section 2.1 1.2 when, (i) in their discretion, market conditions are so unfavorable as to be seriously detrimental to an offering pursuant to such registration or (ii) the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the Participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of six the five (65) Demand Requests and notwithstanding anything to the contrary in the Agreement, the Company shall be responsible for the expenses of the Participating Holders incurred in connection with the registration prior to the time of cancellation.

Appears in 1 contract

Samples: Investors' Rights Agreement (Franks Nursery & Crafts Inc)

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