Common use of Holder Expenses Clause in Contracts

Holder Expenses. If, pursuant to Sections 1.1, 1.2 or 1.3 hereof, Registrable Securities are included in a registration statement, then the Holder thereof shall pay all transfer taxes, if any, relating to the sale of its shares, and any underwriting discounts or commissions or the equivalent thereof applicable to the sale of its shares (collectively, “Seller Expenses”). If, as a result of the withdrawal of a request for registration by the Institutional Investors pursuant to Section 1.1.5, a registration under Section 1.1.1 does not become effective, upon the election of Institutional Investors holding two-thirds (2/3rds) of the Registrable Securities held by all Institutional Investors, the Institutional Investors shall have the option of reimbursing the Company for any Registration Expenses incurred as a result of such request pro rata on the basis of the number of their shares so included in the registration request (except for the fees of any counsel for the Holders, which shall be borne only by the persons whom such counsel represented, pro rata on the basis of the number of their shares so included in the registration request) in which case such registration shall not be counted as a registration pursuant to Section 1.1.1. In the event that a withdrawal by the Institutional Investors is based on material adverse information relating to the Company that is different from the information known or available to the Institutional Investors at the time of their request for registration under Section 1.1.1, any Registration Expenses relating to such registration shall be borne by the Company and such registration shall not be counted as a registration pursuant to Section 1.1.1.

Appears in 3 contracts

Samples: Investor Rights Agreement (Xenith Bankshares, Inc.), Investor Rights Agreement (Xenith Bankshares, Inc.), Investor Rights Agreement (Xenith Bankshares, Inc.)

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Holder Expenses. If, pursuant to Sections 1.1, 1.2 or 1.3 hereof, Registrable Securities are included in a registration statement, then the Holder thereof shall pay all transfer taxes, if any, relating to the sale of its shares, and any underwriting discounts or commissions or the equivalent thereof applicable to the sale of its shares (collectively, “Seller Expenses”). If, as a result of the withdrawal of a request for registration by the Institutional Investors pursuant to Section 1.1.5, a registration under Section 1.1.1 does not become effective, upon the election of Institutional Investors holding two-thirds (2/3rds) of the Registrable Securities held by all Institutional Investors, the Institutional Investors shall have the option of reimbursing the Company for any Registration Expenses incurred as a result of such request pro rata on the basis of the number of their shares so included in the registration request (except for the fees of any counsel for the Holders, which shall be borne only by the persons whom such counsel represented, pro rata on the basis of the number of their shares so included in the registration request) in which case such registration shall not be counted as a registration pursuant to Section 1.1.1. In the event that a withdrawal by the Institutional Investors is based on material adverse information relating to the Company that is different from the information known or available to the Institutional Investors at the time of their request for registration under Section 1.1.1, any Registration Expenses relating to such registration shall be borne by the Company and such registration shall not be counted as a registration pursuant to Section 1.1.11,1.1.

Appears in 1 contract

Samples: Registration Rights Agreement (Rosetta Stone Inc)

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