Common use of Right to Terminate Registration Clause in Contracts

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration whether or not any Purchaser has elected to include its Registrable Securities in such registration, provided, however, that in such event, the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registration.

Appears in 2 contracts

Sources: Registration Rights Agreement (Imco Recycling Inc), Registration Rights Agreement (Imco Recycling Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Holder or Purchaser has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.8 hereof.

Appears in 2 contracts

Sources: Note Purchase Agreement (Quokka Sports Inc), Note Purchase Agreement (Quokka Sports Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration registration, whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in such event, which event the Company shall promptly pay give written notice to all reasonable out-of-pocket costs and expenses Holders of record of Registrable Securities. The Registration Expenses of such withdrawn registration shall be borne by the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred Company in connection accordance with such terminated registrationSection 2.3 hereof.

Appears in 2 contracts

Sources: Registration Rights Agreement (Theglobe Com Inc), Registration Rights Agreement (Theglobe Com Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in such event. In addition, the Company shall promptly pay all reasonable out-of-pocket costs and expenses have the right to reduce the number of Registrable Securities included in such registration if so requested by the Purchasers (including, without limitation, all reasonable fees and disbursements SEC. The Registration Expenses of one law firm chosen to represent such withdrawn registration shall be borne by the Purchasers) incurred Company in connection accordance with such terminated registrationSection 2.4 hereof.

Appears in 2 contracts

Sources: Registration Rights Agreement (It&e International Group), Registration Rights Agreement (Lavin Philip T)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated or withdraw any registration initiated by it under this Section 2.1 3.2 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 3.4 hereof.

Appears in 2 contracts

Sources: Investors' Rights Agreement (Tumbleweed Communications Corp), Investors' Rights Agreement (Tumbleweed Software Corp)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.02 that is not initiated in response to a Demand Notice prior to the effectiveness of such registration and the commencement of the public offer of the securities covered by such registration whether or not any Purchaser Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof. Any such withdrawal shall be without prejudice to the rights of any Holder to request that a registration of its Registrable Securities be included in such registration, provided, however, that in such event, the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationsubsequent registrations under Section 2.02(a).

Appears in 2 contracts

Sources: Registration Rights Agreement (Intrepid Potash, Inc.), Registration Rights Agreement (Intrepid Potash, Inc.)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 4 prior to the effectiveness of such registration whether or not any Purchaser has the Stockholders have elected to include its Registrable Securities securities in such registration, provided, however, that in such event, the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registration.

Appears in 2 contracts

Sources: Acquisition Agreement (Be Aerospace Inc), Registration and Transfer Agreement (Ryan Patrick L Trust 1998)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.2 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in such event, the Company shall promptly pay all reasonable out-of-pocket costs and expenses . The Registration Expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with any such terminated registrationor withdrawn registration shall be borne by the Company, any Piggyback Registration effected pursuant to this Section 2.2 shall not be counted as an Underwritten Shelf Takedown under Section 2.1(f).

Appears in 2 contracts

Sources: Investors’ Rights Agreement (Surrozen, Inc./De), Business Combination Agreement (Consonance-HFW Acquisition Corp.)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.4 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.6 hereof.

Appears in 2 contracts

Sources: Registration Rights Agreement (Internet Pictures Corp), Registration Rights Agreement (Image Investor Portfolio a Sep Ser of Memphis Angels LLC)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.4 hereof.

Appears in 2 contracts

Sources: Registration Rights Agreement (Scientific Learning Corp), Registration Rights Agreement (Scientific Learning Corp)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registration.Section 2.5 hereof

Appears in 2 contracts

Sources: Investor Rights Agreement (Amber Road, Inc.), Investor Rights Agreement (Corillian Corp)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Series G Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.5 hereof.

Appears in 1 contract

Sources: Investor Rights Agreement (Arena Pharmaceuticals Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 1.3 prior to the effectiveness of such registration whether or not any Purchaser the Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 1.7 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Globespan Inc/De)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to before the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that . The expenses of such withdrawn registration shall be borne by the Company in accordance with this Agreement. If a Holder has elected to include securities in such eventregistration and the Company has filed a registration statement with the SEC in connection with such registration, the Company shall promptly pay all reasonable out-of-pocket costs and expenses of provide the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen Holder with at least 10 calendar days notice prior to represent filing any document with the Purchasers) incurred in connection with SEC withdrawing or terminating such terminated registration.

Appears in 1 contract

Sources: Registration Rights Agreement (Valence Technology Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 SECTION 3.2 prior to the effectiveness of such registration and the commencement of the public offer of the securities covered by such registration, whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The expenses of such event, withdrawn registration shall be borne by the Company in accordance with SECTION 3.5 hereof. Any such withdrawal shall promptly pay all reasonable out-of-pocket costs and expenses be without prejudice to the rights of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen any Holder to represent the Purchasers) incurred request that a registration be effected under SECTION 3.1 or to be included in connection with such terminated registrationsubsequent registrations under SECTION 3.2(a).

Appears in 1 contract

Sources: Recapitalization Agreement (Samsonite Corp/Fl)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 paragraph 1 prior to the effectiveness of such registration whether or not any Purchaser has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationparagraph 2 hereof.

Appears in 1 contract

Sources: Series B Preferred Stock Purchase Agreement (Myogen Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 4.2 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities in such registration, provided, however, that in such event, subject to the Company shall promptly pay all reasonable out-of-pocket costs and expenses right of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen Initiating Holders to represent the Purchasers) incurred in connection with request that such terminated registrationregistration be effected as a required registration under Section 4.1 hereof.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Axys Pharmecueticals Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 12.03 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . Notwithstanding any such eventwithdrawal, the Company shall promptly pay all reasonable out-of-pocket costs and expenses incurred by the Holders of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred Registrable Securities in connection with such terminated registrationregistration initiated under this Section 12.03 as provided in Section 12.04. Registrations effected pursuant to this Section 12.03 shall not be counted as Demand Registrations effected pursuant to Section 12.02.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Cempra Holdings, LLC)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.02 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.04 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Pennsylvania Commerce Bancorp Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 1.3 prior to the effectiveness of such registration registration, whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, ; provided, however, that in if the Holders elect to use their demand registration right pursuant to Section 1.2, then such event, the Company registration shall promptly pay all reasonable out-of-pocket costs be governed by Section 1.2 and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationit shall not be terminated.

Appears in 1 contract

Sources: Investor's Rights Agreement (Find SVP Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 SECTION 1.4 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSECTION 1.8 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Color Spot Nurseries Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 SECTION 1.3 prior to the effectiveness of such registration whether or not any Purchaser Holder of Registrable Securities has elected to include its Registrable Securities securities in such registration, provided, however, that in . The expenses of such event, withdraw registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSECTION 1.7.

Appears in 1 contract

Sources: Loan and Stock Purchase Agreement (Autotradecenter Com Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated or withdraw any registration initiated by it under this Section 2.1 2.2 prior to the effectiveness of such registration whether or not any Purchaser the Investor has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.3 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Oculex Pharmaceuticals Inc /)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 SECTION 2.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSECTION 2.5 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Bei Medical Systems Co Inc /De/)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2 prior to the effectiveness of such registration whether or not any Purchaser the Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 6 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Seracare Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 1(b) prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The registration expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 3 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Insynq Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration whether or not any Purchaser has Holders have elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.2 hereof.

Appears in 1 contract

Sources: Investor Rights Agreement (Ovation Products Corp)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registration.Section 2.5 hereof. 2.4

Appears in 1 contract

Sources: Investor Rights Agreement

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 1.3 prior to the effectiveness of such registration whether or not any Purchaser Holder or Other Holder has elected to include its Registrable Securities securities in such registration, ; provided, however, that in if the Holders elect to use their demand registration right pursuant to Section 1.2 hereof, then such event, the Company registration shall promptly pay all reasonable out-of-pocket costs be governed by Section 1.2 and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationit shall not be terminated.

Appears in 1 contract

Sources: Investor Rights Agreement (Interpacket Networks Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.2 prior to the effectiveness of such registration registration, whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in such event, which event the Company shall promptly pay give written notice to all reasonable out-of-pocket costs and expenses Holders of record of Registrable Securities. The Registration Expenses of such withdrawn registration shall be borne by the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred Company in connection accordance with such terminated registrationSection 2.4 hereof.

Appears in 1 contract

Sources: Investor Rights Agreement (Theglobe Com Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof. Registrations effected pursuant to this Section 2.3 shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (includingnot be counted as demands for registration or registrations effected pursuant to Section 2.2 or 2.4, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationrespectively.

Appears in 1 contract

Sources: Investor Rights Agreement (Mobitv Inc)

Right to Terminate Registration. The Company Any Holder shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 10.2 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that . The Registration Expenses of such withdrawn registration shall be borne by Purchaser in such event, the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 10.3 hereof.

Appears in 1 contract

Sources: Exchange Agreement (Zindart LTD)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 4.12 prior to the effectiveness of such registration whether or not any the Purchaser has elected to include its Registrable Securities securities in such registration, provided, however, that in such event, the Company shall promptly pay all reasonable out-of-pocket costs and . The expenses of such withdrawn registration shall be borne by the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationCompany.

Appears in 1 contract

Sources: Securities Purchase Agreement (Pacificnet Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration whether or not any Purchaser the Holder has elected to include its Registrable Securities in such registration, ; provided, however, that in if the Holder elects to use its demand registration right pursuant to SECTION 2, then such event, the Company registration shall promptly pay all reasonable out-of-pocket costs be governed by SECTION 2 and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationit shall not be terminated.

Appears in 1 contract

Sources: Registration Rights Agreement (Radyne Corp)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The registration expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationas defined above.

Appears in 1 contract

Sources: Investor Rights Agreement (Acacia Research Corp)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . Notwithstanding any such eventwithdrawal, the Company shall promptly pay all reasonable out-of-pocket costs and expenses incurred by the Holders of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred Registrable Securities in connection with such terminated registrationPiggyback Registration as provided in Section 2.4. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.2.

Appears in 1 contract

Sources: Registration Rights Agreement (Cempra Holdings, LLC)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not any Purchaser Series D-E Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.5 hereof.

Appears in 1 contract

Sources: Investor Rights Agreement (Arena Pharmaceuticals Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 0 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in such event, the Company shall promptly pay all reasonable out-of-pocket costs and . The expenses of such withdrawn registration shall be borne by the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registrationCompany.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Epimmune Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated or withdraw any registration initiated by it under this Section 2.1 SECTION 2.3 prior to the effectiveness of such registration registration, whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSECTION 2.5 hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Zebu)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 1.3 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses in accordance with Section 1.7 hereof. The right of the Purchasers (including, Company to terminate or withdraw any registration pursuant to this Section 1.3(b) shall be without limitation, all reasonable fees prejudice to the rights of Holders pursuant to Sections 1.2 and disbursements of one law firm chosen to represent the Purchasers) incurred in connection with such terminated registration1.4.

Appears in 1 contract

Sources: Investor Rights Agreement (Intercontinental Telecommunications Corp)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration statement initiated by it under this Section 2.1 7.3 prior to the effectiveness of such registration statement whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in registration statement. The Registration Expenses of such event, withdrawn registration statement shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 7.6 hereof.

Appears in 1 contract

Sources: Stock Purchase Agreement (Cypress Bioscience Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated or withdraw any registration initiated by it under this Section 2.1 2.2 prior to the effectiveness of such registration whether or not any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.4.

Appears in 1 contract

Sources: Investor Rights Agreement (Gensia Sicor Inc)

Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 2.3 prior to the effectiveness of such registration whether or not S.L. Partners or any Purchaser Holder has elected to include its Registrable Securities securities in such registration, provided, however, that in . The Registration Expenses of such event, withdrawn registration shall be borne by the Company shall promptly pay all reasonable out-of-pocket costs and expenses of the Purchasers (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Purchasers) incurred in connection accordance with such terminated registrationSection 2.5 hereof.

Appears in 1 contract

Sources: Investor Rights Agreement (Internap Network Services Corp/Wa)