Common use of Registration on Form S-3 Clause in Contracts

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 5 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Docusign Inc), Investors’ Rights Agreement (Impinj Inc)

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Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration two (2) registrations requested pursuant to Section 1.41.3, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company.

Appears in 4 contracts

Samples: Investor Rights Agreement (Advanced Biotherapy Inc), Rights Agreement (Advanced Biotherapy Inc), Investor Rights Agreement (Advanced Biotherapy Inc)

Registration on Form S-3. All expenses (other than underwriting discounts and commissions commissions, stock transfer taxes and fees of counsel to the selling Holders in addition to that provided below) incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company shall be borne by the Company.

Appears in 4 contracts

Samples: ' Right Agreement (Voyager Group Inc/Ca/), Investors' Rights Agreement (Voyager Group Usa-Brazil LTD), ' Rights Agreement (Drugstore Com Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 4 contracts

Samples: Rights Agreement (Pets Com Inc), Rights Agreement (Etoys Inc), Rights Agreement (Pets Com Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements disbursements, not to exceed $30,000 for each registration, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company shall be borne by the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 registration.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (HashiCorp, Inc.), Investors’ Rights Agreement (HashiCorp, Inc.), Investors’ Rights Agreement (10x Genomics, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements not exceeding $35,000 of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp), Investors’ Rights Agreement (Pulmonx Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.41.7, including (without limitation) all registration, filing, qualificationand 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 Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 3 contracts

Samples: Rights Agreement, Rights Agreement (Nlight, Inc.), Rights Agreement (Nlight, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualificationand 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 Holder or Holders selected by them with the approval of the Company(such fees and disbursements not to exceed $50,000 for any registered offering), which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp), Investors’ Rights Agreement (Roblox Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the CompanyHolder or Holders participating in the Form S-3 Registration.

Appears in 3 contracts

Samples: Investors' Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca), Investors' Rights Agreement (Sage Inc/Ca)

Registration on Form S-3. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with a registration requested registrations, filings or qualifications of Registrable Securities pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements (not to exceed $25,000 in the aggregate) of one counsel for the selling Holder or Holders selected by them with and counsel for the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Redfin CORP), Investors’ Rights Agreement (Redfin CORP)

Registration on Form S-3. All expenses other than underwriting underwriters' discounts and or commissions incurred in connection with a registration registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of and counsel for the Company, which approval shall not be unreasonably withheldassociated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors' Rights Agreement (M Wise Inc), Investors' Rights Agreement (M Wise Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions and stock transfer taxes incurred in connection with a registration requested registrations, filings or qualifications pursuant to Section 1.4, including (without limitation) all registration, filing, qualificationfiling 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 Holder or Holders Holder(s) selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 2 contracts

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

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, in an amount not to exceed $20,000, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Nutanix, Inc.), Investors’ Rights Agreement (Nutanix, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements disbursements, not to exceed $30,000, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Elastic N.V.), Investors’ Rights Agreement (Elastic N.V.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.42.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (NanoString Technologies Inc), Investors’ Rights Agreement (NanoString Technologies Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel (not to exceed $25,000) for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.), Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company, up to a maximum of $35,000.

Appears in 2 contracts

Samples: ’ Rights Agreement (Expensify, Inc.), ’ Rights Agreement (Expensify, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration of the resale of Registrable Securities requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 2 contracts

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

Registration on Form S-3. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with a registration registration, filing or qualification requested pursuant to Section 1.42.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them the original requesting Holders with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (MINDBODY, Inc.), Investors’ Rights Agreement (MINDBODY, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, but not including any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Funding Agreement (Omeros Corp), Rights Agreement (Omeros Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders (not to exceed $25,000) selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Affirm Holdings, Inc.), Investors’ Rights Agreement (Affirm Holdings, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration two (2) registrations requested pursuant to Section 1.42.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements (not to exceed $30,000) of one counsel for the selling Holder or Preferred Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 2 contracts

Samples: Rights Agreement (Metabasis Therapeutics Inc), Investors' Rights Agreement (Metabasis Therapeutics Inc)

Registration on Form S-3. All expenses other ------------------------ than underwriting discounts and commissions and stock transfer taxes incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements (not to exceed $25,000) of one counsel for the selling Holder or Holders selected by them the Holders of a majority of the Registrable Securities to be registered with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Durect Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in ------------------------ connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements disbursements, not to exceed $10,000, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Loudeye Technologies Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.42.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Cardlytics, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements (not to exceed $15,000) of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Investors’ Rights Agreement (IronPlanet Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in ------------------------ connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualificationfiling and qualification fees, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders (not to exceed $20,000) selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Petopia Com Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the CompanyHolder or Holders participating in the Form S-3 registration.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Ooma Inc)

Registration on Form S-3. All The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees, fees and disbursements for counsel to the Company, and the reasonable fees and disbursements of one (1) counsel for the selling Holder Holders, but excluding any underwriters’ discounts or Holders selected by them commissions associated with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the CompanyRegistrable Securities.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Sigmatel Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Sitesmith Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.41.3, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with them, and counsel for the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Neotherapeutics Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements disbursements, not to exceed $50,000 for each registration, of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Life360, Inc.)

Registration on Form S-3. All The Company shall pay all expenses (other than underwriting discounts and commissions commissions, if applicable) incurred in connection with a registration requested pursuant to Section 1.44, including (whether or not such registration becomes effective, including, without limitation) , all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by and counsel for the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Rab Enterprises Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested registrations, filings or qualifications of Registrable Securities pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the CompanyCompany (which fees and disbursements will not exceed $30,000), which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (Seattle Genetics Inc /Wa)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ printer's and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (Cytokinetics Inc)

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Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration two (2) registrations requested pursuant to Section 1.42.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements (not to exceed $30,000) of one counsel for the selling Holder or Series A, Series B and Series C Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (Sicor Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them it with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Tesla Motors Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (Paypal Inc)

Registration on Form S-3. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with a the first registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company shall be borne by the Company. The expenses for subsequent registrations pursuant to Section 1.4 shall be borne by the selling Holders.

Appears in 1 contract

Samples: Registration Rights Agreement (Elsinore Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the CompanyHolder or Holders participating in the Form S-3 Registration.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Bakbone Software Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualificationand 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 Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Solarcity Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.41.3, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval Holders selling a majority of the Companysubject Registrable Securities, which approval shall not be unreasonably withheld, and counsel for the Company shall be borne by the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Neotherapeutics Inc)

Registration on Form S-3. All expenses expenses, other than underwriting any underwriters’ discounts and or commissions associated with Registrable Securities, incurred in connection with a registration registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable and documented fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of not to exceed $15,000 and counsel for the Company, which approval shall not be unreasonably withheld, and shall be borne by the Company.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Lumera Corp)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Holder or Holders participating in the Form S-3 registration.

Appears in 1 contract

Samples: Investors’ Rights Agreement (ReachLocal Inc)

Registration on Form S-3. All expenses other than ------------------------ underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of counsel for the Company and reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Vascular Solutions Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in ------------------------ connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of them, and counsel for the Company, which approval shall not be unreasonably withheldand any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the CompanyHolder or Holders participating in the Form S-3 Registration.

Appears in 1 contract

Samples: Rights Agreement (Stamps Com Inc)

Registration on Form S-3. All expenses other than ------------------------ underwriting discounts and commissions incurred in connection with a registration requested registrations, filings or qualifications of Registrable Securities pursuant to Section 1.4, including (without limitation) all registration, filing, qualificationfiling and qualification fees, printers' and accounting fees, fees and disbursements of one counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (Moai Technologies Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them them, with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities (the “S-3 Expenses”) shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Audience Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Opower, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the any underwriters' discounts or commissions associated with Registrable Securities and reasonable fees and disbursements of one a single counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, to exceed $15,000 shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Zamba Corp)

Registration on Form S-3. All expenses (other than underwriting ------------------------ discounts and commissions commissions) incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Eoexchange Inc/Ca)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable and documented fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of not to exceed $15,000 and counsel for the Company, which approval shall not be unreasonably withheldand any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Microvision Inc)

Registration on Form S-3. All expenses other than underwriting (excluding any underwriters’ discounts and or commissions associated with Registrable Securities) incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with a majority in interest of the approval of selling Holders, shall be borne by the Company, which approval shall not be unreasonably withheldand counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Concentric Medical Inc)

Registration on Form S-3. All expenses (other than underwriting underwriters' discounts and commissions or commissions) incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, shall be borne by the Company.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Aether Systems LLC)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration two (2) registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, Company shall be borne by the Company.

Appears in 1 contract

Samples: Rights Agreement (Advanced Biotherapy Inc)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.41.4 (exclusive of any underwriters’ discounts or commissions associated with Registrable Securities), including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

Appears in 1 contract

Samples: Investors’ Rights Agreement (GameFly Inc.)

Registration on Form S-3. All expenses other than stock transfer taxes, underwriting discounts and commissions incurred in connection with a registration requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel (not to exceed $50,000) for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, withheld shall be borne by the Company.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Aclaris Therapeutics, Inc.)

Registration on Form S-3. All expenses other than underwriting discounts and commissions incurred in ------------------------ connection with a registration requested pursuant to Section 1.41.3, including (without limitation) all registration, filing, qualification, printers' and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, and counsel for the Company, and any underwriters' discounts or commissions associated with Registrable Securities, shall be borne pro rata by the Company.Holder or Holders participating in the Form S-3

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chemdex Corp)

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