Withdrawn Registration Statement Clause Samples

Withdrawn Registration Statement. At any time after a Registration Statement covering Registrable Securities becomes effective, the Majority Holders whose Registrable Securities are covered by such registration may request that the Company withdraw the Registration Statement. Such requested registration shall not constitute a request under Section 3.01(a) for purposes of Section 3.01(b)(ii), except as provided in this Section 3.01(e). If the Company withdraws such requested registration after the filing of the Registration Statement with the Commission at the request of the Majority Holders, the Holders shall be deemed to have used one of their registration rights under Section 3.01(a) for purposes of Section 3.01(b)(ii), unless such request of withdrawal was caused by, or made in response to, (i) a material adverse effect or similar event related to the business, properties, condition, prospects or operation of the Company, or (ii) a material adverse change in the financial markets or the economy; provided, however, that such withdrawn Registration Statement shall not count as a requested registration pursuant to Section 3.01(a) for purposes of Section 3.01(b)(ii) if the Company shall have been reimbursed by the Holders whose Registrable Securities are covered by such registration for all reasonable out-of-pocket expenses incurred by the Company in connection with such withdrawn registration.