Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the fees and disbursements of one counsel for the selling Holders selected by them; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holder), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

Appears in 3 contracts

Samples: Merger Agreement (Mpath Interactive Inc/Ca), Merger Agreement (Mpath Interactive Inc/Ca), Investors' Rights Agreement (Mpath Interactive Inc/Ca)

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Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all expenses All expenses, other than underwriting discounts and commissions commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 1.22.1, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders selected Holders, shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses on a pro rata basis according to based upon the number of Registrable Securities of each participating Holderthat were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Arrowhead Research Corp), Subscription Agreement (Arrowhead Research Corp), Investors’ Rights Agreement (Arrowhead Research Corp)

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

Appears in 2 contracts

Samples: Investors' Rights Agreement (E Piphany Inc), Investors' Rights Agreement (Pivotal Corp)

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders selected shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Ariba Inc), Investors' Rights Agreement (Ariba Inc)

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All reasonable expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2Sections 1.2 and 1.12, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders selected shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders participating holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

Appears in 2 contracts

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

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All expenses (other than underwriting ------------------------------- discounts and commissions commissions) incurred in connection with up to two registrations, filings or qualifications pursuant to Section 1.21.2 hereof, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company Company, and the fees and disbursements of one counsel for the selling Holders selected Holders, shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders participating holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Inflow Inc), Investors' Rights Agreement (Inflow Inc)

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and (including the reasonable fees and disbursements of one counsel for the selling Holders selected Holders) shall be borne by them; the Company, provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holder), expenses) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

Appears in 2 contracts

Samples: Registration Rights Agreement (Westower Corp), Merger Agreement (Westower Corp)

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Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.22.2, including (without limitation) ), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.2.

Appears in 1 contract

Samples: Registration Rights Agreement (Giga Information Group Inc)

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.22.1, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders selected shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses on a pro rata basis according to based upon the number of Registrable Securities of each participating Holderthat were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Arrowhead Research Corp)

Expenses of Demand Registration. The Company shall bear and pay ------------------------------- all All expenses other than underwriting ------------------------------- discounts and commissions incurred in connection with registrationsregistration, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements not to exceed $20,000 of one counsel for the selling Holders selected shall be borne by themthe Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses on a pro rata basis according to the number of Registrable Securities of each participating Holderexpenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

Appears in 1 contract

Samples: Investors' Rights Agreement (Tenfold Corp /Ut)

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