Common use of Expenses for Withdrawn Registrations Clause in Contracts

Expenses for Withdrawn Registrations. Notwithstanding the provisions of Section 5(a), the Company will not be required to pay for any Registration Expenses under this Section 3(a) if the registration request is subsequently withdrawn (other than in accordance with Section 3(a)(iii)) at the request of the Initiating Holder, unless such Initiating Holder agrees to forfeit its right to one (1) Demand Registration pursuant to this Section 3(a); except that if at the time of such withdrawal, the Initiating Holder has learned of a material adverse change in the condition, business, or prospects of the Company not actually known to the Initiating Holder at the time of its request for such Registration and has withdrawn its request for Registration with reasonable promptness after learning of such material adverse change, then the Initiating Holder will not be required to pay any of such Registration Expenses nor forfeit any Demand Registration rights pursuant to this Section 3(a) notwithstanding such withdrawal.

Appears in 8 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (3G Capital Partners LP), Registration Rights Agreement (Burger King Worldwide, Inc.)

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Expenses for Withdrawn Registrations. Notwithstanding the provisions of Section 5(a)5, the Company will not be required to pay for any Registration Expenses under this Section 3(a3(b) if the registration request is subsequently withdrawn (other than in accordance with Section 3(a)(iii3(f)(iv)) at the request of the Initiating Holder, unless such Initiating Holder agrees to forfeit its right to one (1) Demand Registration pursuant to this Section 3(a3(b); except that if at the time of such withdrawal, the Initiating Holder has learned of a material adverse change in the condition, business, or prospects of the Company not actually known to the Initiating Holder at the time of its request for such Registration and has withdrawn its request for Registration with reasonable promptness after learning of such material adverse change, then the Initiating Holder will not be required to pay any of such Registration Expenses nor forfeit any Demand Registration rights pursuant to this Section 3(a3(b) notwithstanding such withdrawal.

Appears in 4 contracts

Samples: Registration Rights Agreement (Spectrum Brands, Inc.), Registration Rights Agreement, Registration Rights Agreement

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