Common use of Demand Registration Withdrawal Clause in Contracts

Demand Registration Withdrawal. (a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (aif any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to AHPAC and the Underwriter or Underwriters (if any) If of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to initiating a Demand Registration, then such registration AHPAC shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw cease all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior efforts to the secure effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable andStatement or complete the Underwritten Offering, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) applicable. Notwithstanding anything to the contrary in this Agreement, the Company AHPAC shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. (a) If A majority-in-interest of the New Holders, a majority-in-interest of the Demanding Holders disapprove Original Holders, or Cowen Investments, as the case may be, in the case of a Registration under subsection 2.1.1 initiated by the terms of any underwriting New Holders, the Original Holders, or are not entitled to include all of their Registrable Securities in any offeringCowen Investors, such respectively, or a majority-in-interest of the Demanding Demand Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.2.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If the a majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Demand Requesting Holders (if any), withdraws from a proposed offering relating pursuant to a Demand Registrationthis Section 2.1.5, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawalif Cowen Investments withdraws, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Sections 2.1 and 3.6. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cowen Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. Xxxxx Investments (a) If in the case of a Registration under subsection 2.1.1 demanded by Xxxxx Investments), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two (2) business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Xxxxx Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. Cowen Investments (a) If in the case of a Registration under subsection 2.1.1 demanded by Cowen Investments), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If the a majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), withdraws from a proposed offering relating pursuant to a Demand Registrationthis Section 2.1.5, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawalif Cowen Investments withdraws, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Sections 2.1 and 3.6. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cowen Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. FA Co-Investment (a) If in the case of a Registration under subsection 2.1.1 demanded by FA Co-Investment), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two (2) business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by FA Co-Investment, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. Cxxxx Investments (a) If in the case of a Registration under subsection 2.1.1 demanded by Cxxxx Investments), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two (2) business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cxxxx Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. NCCII (a) If in the case of a Registration under subsection 2.1.1 demanded by NCCII), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by NCCII, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. (a) If a A majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters Underwriter(s) (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering (in which case such registration statement on Form S-3 shall be deemed to be a Registration of Registrable Securities for purposes of this Section 2.1 and, subject to satisfaction of the conditions set forth in subsections 2.1.1 and 2.1.2, shall count as a Registration pursuant to a Demand Registration under this Section 2.1, and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. (a) If Xxxx Xxxxxxxxxx, in the case of a Registration under subsection 2.1.1 initiated by Xxxx Xxxxxxxxxx, DMGV, in the case of a Registration under subsection 2.1.1 initiated by a member of the DMGV Group, or the Sponsor Group, in the case of a Registration under subsection 2.1.1 initiated by the Sponsor Group, as the case may be, or a majority-in-interest of the Demanding Demand Requesting Holders disapprove of (if any) shall have the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters Underwriter(s) (if any) of their request intention to withdraw from such Registration at least two (2) Business Days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand RegistrationRegistration (or, in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two (2) Business Days prior to the time of pricing of the applicable offering). If the majority-in-interest of the a Demanding Holders Holder initiating a Demand Registration withdraws from a proposed offering relating pursuant to a Demand Registrationthis subsection 2.1.5, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering, and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. (a) If a majority-in-interest of Any Demanding Holder or Requesting Holder shall have the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving an Underwritten Offering, the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If , or (y) in the case of a Demand Registration involving an Underwritten Offering, the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to initiating a Demand Registration, then such registration the Company shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw cease all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior efforts to the secure effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable andStatement or complete the Underwritten Offering, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) applicable. Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. (a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company Pubco and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company Pubco shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

Demand Registration Withdrawal. Xxxxx Investments and Xxxxx-Xxxxxx (a) If in the case of a Registration under subsection 2.1.1 demanded by Xxxxx Investments and Xxxxx-Xxxxxx), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two (2) business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Xxxxx Investments and Xxxxx-Xxxxxx, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. Xxxxx Investments (a) If in the case of a Registration under subsection 2.1.1 demanded by Xxxxx Investments), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If the a majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), withdraws from a proposed offering relating pursuant to a Demand Registrationthis Section 2.1.5, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawalif Xxxxx Investments withdraws, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Sections 2.1 and 3.6. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Xxxxx Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. (a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company Parent and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company Parent shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

Demand Registration Withdrawal. (a) If a A majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If the a majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as initiating a Demand Registration provided for and a majority-in-interest of the Requesting Holders (if any) withdraw in accordance with this Section 2.1. Notwithstanding subsection 2.1.5, then the forgoing, an Investor Company may withdraw all or any portion of its Registrable Securities included in a Demand such Registration from such Demand Registration at any time Statement prior to the effectiveness of the applicable such Registration Statement; provided that , and such withdrawal Registration Statement shall not be irrevocable and, after making deemed a Registration pursuant to such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as regardless of whether the Company elects to which such withdrawal was made. proceed with the Registration Statement for its own account or for the account of the Demanding Holders (bif any) and Requesting Holders (if any) who do not withdraw. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. (a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company Purchaser and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company Purchaser shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

Demand Registration Withdrawal. Coxxx Xnvestments and Crxxx-Xxxxxx (a) If in the case of a Registration under subsection 2.1.1 demanded by Coxxx Xnvestments and Crxxx-Xxxxxx), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least five (5) business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Coxxx Xnvestments and Crxxx-Xxxxxx, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. Any of the Demanding Holders initiating a Demand Registration or any of the Requesting Holders (aif any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration pursuant to subsection 2.1.1 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) If of their intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving any Underwritten Offering, the effectiveness of the applicable Registration Statement or (y) in the case of any Demand Registration involving an Underwritten Offering, prior to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to initiating a Demand Registration, then such registration the Company shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw cease all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior efforts to the secure effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable andStatement or complete the Underwritten Offering, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) applicable. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. (a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

Demand Registration Withdrawal. (a) If a A majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If the majority-in-interest of withdrawn, such Demand Registration shall constitute a Demand Registration under subsection 2.1.1 unless the Demanding Holders withdraws from a proposed offering relating or Requesting Holders (if any) reimburse the Company for all Registration Expenses with respect to a such withdrawn Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5, other than if a Demanding Holder or Requesting Holders (if any) elect to pay such Registration Expenses pursuant to the preceding sentence of this subsection 2.1.5.

Demand Registration Withdrawal. (a) If a A majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to (x) in the case of a Demand Registration not involving an Underwritten Offering, the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If , or (y) in the case of a Demand Registration involving an Underwritten Offering, the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to initiating a Demand Registration, then such registration the Company shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw cease all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior efforts to the secure effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable andStatement or complete the Underwritten Offering, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) applicable. Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. Xxxxx Investments (a) If in the case of a Registration under subsection 2.1.1 demanded by Xxxxx Investments), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Xxxxx Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. Cowen Investments (a) If in the case of a Registration under subsection 2.1.1 demanded by Cowen Investments), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If a majority- in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Demanding Requesting Holders (if any), withdraws from a proposed offering relating pursuant to a Demand Registrationthis Section 2.1.5, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawalif Cowen Investments withdraws, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Sections 2.1 and 3.6. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cowen Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. (a) If a majority-in-interest of the Any Demanding Holders disapprove of or any Requesting Holders participating in a Demand Registration pursuant to a Registration under subsection 2.1.1 shall have the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration not later than three business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If ; provided that, upon any such withdrawal, such Demanding Holder or Requesting Holder shall be deemed to have waived its rights to participate in, and shall not participate in, the applicable Demand Registration. (b) A majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as initiating a Demand Registration provided for in this Section 2.1. Notwithstanding pursuant to a Registration under subsection 2.1.1 shall have the forgoing, an Investor may right to withdraw all or any portion of its Registrable Securities included in a Demand Registration from pursuant to such Demand Registration at for any time or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw such Registration not later than three business days prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right Statement filed with the Commission with respect to include the Registration of their Registrable Securities in the pursuant to such Demand Registration as to which such withdrawal was madeRegistration. (bc) Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section subsection 2.1.5.

Demand Registration Withdrawal. Cxxxx Investments and Cxxxx-Xxxxxx (a) If in the case of a Registration under subsection 2.1.1 demanded by Cxxxx Investments and Cxxxx-Xxxxxx), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two (2) business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cxxxx Investments and Cxxxx-Xxxxxx, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. (a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand RegistrationRegistration in response to a material adverse change regarding the Company or a material adverse change in the financial markets generally, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

Demand Registration Withdrawal. (a) If a A majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any) pursuant to a Registration under subsection 2.2.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration at least one (1) business day prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415, at any time least five (5) Business Days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3 Shelf, that is then available for such offering, (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an a Shelf Underwritten Offering prior to its withdrawal under this Section 2.1.5subsection 2.2.5 and (iii) any such withdrawn Demand Registration shall constitute a completed Demand Registration for purposes of determining the number of Demand Registrations that may be requested by the Holders pursuant to subsection 2.2.1.

Demand Registration Withdrawal. (a) If a A majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration or a Shelf Underwritten Offering pursuant to Section 2.1.3 for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) or Shelf Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company Demanding Holders shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Shelf Underwritten Offering prior to its withdrawal under this subsection 2.1.9, in which case all selling Holders shall bear such Registration Expenses Pro Rata, unless (i) such withdrawal is notified to the Company by the Requesting Holders prior to the termination of any deferral or postponement period pursuant to Section 2.1.52.3 or (ii) the Requesting Holders of a majority of the Registrable Securities agree to forfeit their right to one Registration pursuant to Demand Registration.

Demand Registration Withdrawal. Cowen Investments (a) If in the case of a Registration under subsection 2.1.1 demanded by Cowen Investments), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least two business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Cowen Investments, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. Xxxxx Investments and Xxxxx-Xxxxxx (a) If in the case of a Registration under subsection 2.1.1 demanded by Xxxxx Investments and Xxxxx-Xxxxxx), a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting initiating a Demand Registration or are not entitled to include all of their Registrable Securities in any offering, such a majority-in-interest of the Demanding Requesting Holders may elect (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such offering by giving Demand Registration for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest Registration of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its their Registrable Securities included in a Demand Registration from pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at any time least five (5) business days prior to the effectiveness time of pricing of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses related to a Demand Registration initiated by Xxxxx Investments and Xxxxx-Xxxxxx, such registration shall count as a Demand Registration for purposes of Section 2.1.53.6.

Demand Registration Withdrawal. (a) If a A majority-in-interest of the Demanding Holders disapprove of Holder initiating a Shelf Underwriting or Demand Registration, pursuant to a Registration under subsection 2.1.1 or 2.1.2 shall have the terms of any underwriting or are not entitled to include all of right in their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect sole discretion to withdraw from a Registration pursuant to such offering by giving Shelf Underwriting or Demand Registration upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Registration prior to (i) in the case of a Shelf Underwriting, the filing of a preliminary prospectus supplement setting forth the terms of the Underwritten Offering with the Commission and (ii) in the case of a Demand Registration, the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. If Company shall not be required to pay for any Registration Expenses of any registration proceeding begun pursuant to section 2.1 if the majority-in-interest registration request is subsequently withdrawn at the request of the Demanding Holders withdraws from a proposed offering relating Holder, unless the Demanding Holder agrees to a Demand Registrationforfeit its right to one registration pursuant to section 2.1; provided, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding further, that if at the forgoing, an Investor may withdraw all or any portion time of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities the Demanding Holder has learned of a material adverse change in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything condition, business or prospects of the Company from that known to the contrary in this Agreement, Demanding Holder at the time of its request and has withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Demanding Holder shall not be responsible for the registration expenses described in Section 3.3 incurred in connection with a required to pay any of such Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5Expenses.

Demand Registration Withdrawal. (a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company Purchaser and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor a Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor a Holder shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company Purchaser shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

Demand Registration Withdrawal. (a) If a majority-in-interest of Any Demanding Holder, Shelf Demanding Holder, Requesting Holder, or Shelf Requesting Holder, pursuant to an Underwritten Registration under subsection 2.2.1 shall have the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect right to withdraw from a Registration pursuant to such offering by giving Demand Registration or a Shelf Underwritten Offering pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notice notification to the Company and the Underwriter or Underwriters (if any) of their request intention to withdraw from such Underwritten Registration (i) at least one (1) Business Day prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand RegistrationRegistration or (ii) in the case of an Underwritten Registration pursuant to Rule 415, at least five (5) Business Days prior to the time of pricing of the applicable offering. If the majority-in-interest of the Demanding Holders withdraws withdraw from a proposed offering Underwritten Offering relating to a Demand Registration, then such registration Registration shall not count as a Demand Registration provided for in this Section 2.12.2. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. (b) Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses described in Section 3.3 Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration or an a Shelf Underwritten Offering prior to its the withdrawal of any such Holder under this Section 2.1.5subsection 2.2.5.