Common use of Withdrawn Registration Statement Clause in Contracts

Withdrawn Registration Statement.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of the Company, or (ii) a material adverse change in the financial markets or the economy; provided, however, that such withdrawn Registration Statement shall not count as a requested registration pursuant to Section 3.01(a) for purposes of Section 3.01(b)(ii) if the Company shall have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covered by such registration for all reasonable out-of-pocket expenses incurred by the Company in connection with such withdrawn registration.

Withdrawn Registration Statement. At any time after a Registration Statement covering Registrable Securities becomes effective, the Registered Majority Holders whose Registrable Securities are covered by such registration may request that the Company withdraw the Registration Statement. Such , and 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(a3.01(b) for purposes of Section 3.01(b)(ii), unless such request of withdrawal was caused by, or made in response to, (i) a material any event, change, circumstance or effect that is or is reasonably likely to be materially adverse effect or similar event related to the business, properties, conditionassets, liabilities, condition (financial or otherwise), operations, results of operations or prospects or operation of the Company, or (ii) a material adverse change in the financial markets or the economy; provided, however, that such withdrawn . At any time before a Registration Statement covering Registrable Securities becomes effective, the Registered Majority may request that the Company withdraw the Registration Statement, and such requested registration shall not count as constitute a requested registration pursuant to request under Section 3.01(a) for purposes of Section 3.01(b)(ii3.01(b) if either (x) any event, change, circumstance or effect described in clause (i) or (ii) above shall have occurred or exist, or (y) the Company shall have been reimbursed by the Holders whose Registrable Securities are covered by such registration for their pro rata portion of all the reasonable out-of-pocket expenses and documented Registration Expenses incurred by the Company in connection with the withdrawn registration of such withdrawn registrationRegistrable Securities.