Registration Expenses Clause Example with 118 Variations from Business Contracts
This page contains Registration Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to fili...ngs made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.View More
Variations of a "Registration Expenses" Clause from Business Contracts
Registration Expenses. (a) Payment of Registration Expenses. All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including without limitation, (i) limitation all registration and filing fees (including, without limitation, fees, fees and expenses of th...e Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), shall be borne as provided in connection with the consummation of the transactions contemplated by this Agreement. In addition, Agreement, except that the Company shall be responsible for all of shall, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on, the NASD automated quotation system. (b) Reimbursement of Registration Expenses. In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and expenses incurred in connection with disbursements of one counsel chosen by the listing holders of a majority of the Registrable Securities included in such registration and for the reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration. (c) Payment of Registration Expenses by Holders of Registrable Securities. To the extent Registration Expenses are not required to be paid by the Company, each holder of securities exchange as required hereunder. In included in any registration hereunder shall pay its proportionate share of all Registration Expenses based 7 upon the ratio of the aggregate selling price of each holder's securities included therein to the aggregate selling price of all securities to be so registered. Such payment shall be made promptly, but in no event shall later than three (3) business days following the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs closing of the Holders. Demand Registration or Piggyback Registration. View More
Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) Agreement, including all registration and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel and independent registere...d public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions and of all independent certified public accountants, underwriters including, if necessary, a "qualified independent underwriter" within the meaning of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority rules of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone Financial Industry Regulatory Authority, Inc. (in each case, excluding discounts and delivery expenses, (iv) fees commissions), and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with or by the consummation holders of OCM Registrable Securities or their Affiliates on behalf of the transactions contemplated by Company (all such expenses being herein called "Registration Expenses"), shall be borne as provided in this Agreement. In addition, Agreement, except that the Company shall be responsible for all of shall, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person's account. (b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and expenses incurred in connection with disbursements of one counsel chosen by the listing holders of a majority of the OCM Registrable Securities on included in such registration. (c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any securities exchange as required hereunder. In no event registration hereunder shall the Company be responsible for any broker or similar commissions of any Holder or, except pay those Registration Expenses allocable hereunder to the extent provided for registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the Transaction Documents, any legal fees or other costs aggregate selling price of the Holders. each seller's securities to be so registered. View More
Registration Expenses. a. Expenses Paid by the Company. All fees and expenses incident to any Demand Registration or Piggyback Registration effected pursuant to this Agreement and the Company's performance of or compliance with, with this Agreement by the Company shall will be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Company, including, without limitation, (i) all registration... and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, duplicating and printing expenses, road show expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and 5 all independent public accountants, underwriters (excluding discounts and commissions with respect to Registrable Securities) and other persons retained by the Company. In addition, in connection with Blue Sky qualifications any Demand Registration or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if Piggyback Registration, the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by will bear the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its Company's internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or quoted on the NASDAQ national market automated quotation system. In connection with each Demand Registration, the Company will reimburse the Holder for the reasonable fees and disbursements of one counsel chosen by the Holder; provided, however, that if any Other Registrable Securities are also included in such Demand Registration, the Company will only pay for one counsel mutually agreed by Holder and the holders of the Other Registrable Securities. b. Expenses Paid by the Holder. The Holder will pay any underwriters' discount or commission and registration fees applicable to the Registrable Securities, and any other expenses incurred in connection with by the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall Holder which are not borne by the Company be responsible for any broker or similar commissions of any Holder or, except to the extent as provided for in the Transaction Documents, any legal fees or other costs of the Holders. above. View More
Registration Expenses. All fees and (a) Subject to Section 5(b) below, all expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) Agreement, including all registration and filing fees (including, without limitation, fees, fees and expenses of the Company'...s counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for all independent certified public accountants, underwriters including, if necessary, a "qualified independent underwriter" within the Company, (v) meaning of the rules of the National Association of Securities Act liability insurance, if the Company so desires such insurance, Dealers, Inc. (in each case, excluding discounts and (vi) fees commissions) and expenses of all other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), shall be borne as provided in connection with the consummation of the transactions contemplated by this Agreement. In addition, Agreement, except that the Company shall be responsible for all of shall, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person's account. (b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and expenses incurred disbursements of one counsel chosen by the holders of a majority of Registrable Securities included in connection with such registration. (c) To the listing extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable to the registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company to be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. so registered. View More
Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including without limitation, (i) limitation all registration and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel and independen...t registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding stock transfer taxes, underwriting discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with (all such expenses being herein called "Registration Expenses"), will be borne by the consummation of Company. Registration Expenses shall also include the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its Company's internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. 10 (b) In connection with each Demand Registration and each Piggyback Registration, the Company will reimburse the holders of Registrable Securities covered by such registration for the reasonable fees and expenses incurred disbursements (which shall not exceed $60,000 in connection with the listing aggregate for each such registration) of one counsel chosen by the holders of a majority of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. covered by such registration statement. View More
Registration Expenses. (a) All fees costs and expenses incident to the performance incurred or sustained in connection with or arising out of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold each registration pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Sections 2 or 3 hereof, including, without limitation, (i) all registration and filing fees (including, without limitat...ion, fees, fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky blue sky laws reasonably agreed to by the Company in writing (including, without limitation, (including reasonable fees and disbursements of counsel for the Company underwriter(s) in connection with Blue Sky qualifications or exemptions the blue sky qualification of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses expenses, messenger, telephone and delivery expenses, fees and disbursements of printing certificates counsel for the Company, reasonable fees and disbursements of one counsel representing the Holders of Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested Securities, such counsel to be selected by the Holders of a majority of the Registrable Securities to be included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) such registration, fees and disbursements of counsel for all independent certified public accountants (including the Company, (v) Securities Act liability insurance, if expenses relating to the preparation and delivery of any special audit or "cold comfort" letters required by or incident to such registration), and fees and disbursements of underwriters (excluding discounts and commissions), the reasonable fees and expenses of any special experts retained by the Company so desires of its own initiative or at the request of the managing underwriter(s) in connection with such insurance, registration, and (vi) fees and expenses of all (if any) other Persons persons retained by the Company in connection with the consummation of the transactions contemplated are herein called, collectively, "Registration Expenses." Registration Expenses will be borne and paid by this Agreement. In addition, the Company shall be responsible for all of Demand Registrations and Piggyback Registrations hereunder. The Company will pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit audit, and the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities of the Company are then listed. (b) The Company will not bear the cost of nor pay for any stock transfer taxes imposed in respect of the transfer of any Registrable Securities on to any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of purchaser thereof by any Holder or, except of Registrable Securities in connection with any registration of Registrable Securities pursuant to this Agreement. (c) Each Holder of Registrable Securities included in such registration will pay all costs and expenses incurred or sustained in connection with or arising out of each registration pursuant to Sections 2 or 3 hereof which are not Registration Expenses and which are clearly solely attributable to the extent provided for registration of such Holder's Registrable Securities so included in such registration, and all other such costs and expenses not so attributable to one Holder will be borne and paid by all sellers (other than the Transaction Documents, any legal fees or other costs Company) of securities included in such registration in proportion to the Holders. number of securities so included by each such seller. View More
Registration Expenses. All fees and expenses Registration Expenses incident to the Parties' performance of or compliance with, with their obligations under this Agreement by the Company or otherwise in connection with any Demand Registration or Piggyback Registration (in each case, excluding any Selling Expenses) shall be borne by the Company Corporation, whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in For the foregoing sentence shall includ...e, without limitation, purposes of this Agreement, the term "Registration Expenses" means (i) all registration and filing fees (including, without limitation, (including fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), Market), (ii) printing 11 expenses (including, without limitation, (including expenses of printing certificates for Registrable Securities Common Stock and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders a Holder of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, expenses incurred by the Corporation, (iv) fees and disbursements of counsel counsel, auditors, and accountants for the Company, Corporation, (v) Securities Act liability insurance, if the Company Corporation so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company Corporation in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.View More
Registration Expenses. (a) Registration Expenses Generally. All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including without limitation, (i) limitation all registration and filing fees (including, without limitation, fees, fees and expenses of the... Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone all independent certified public accountants, underwriters (excluding discounts and delivery expenses, (iv) fees commissions) and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), shall be borne as provided in connection with the consummation of the transactions contemplated by this Agreement. In addition, Agreement, except that the Company shall be responsible for all of shall, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system. (b) Reimbursement of Fees of Counsel. In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and expenses incurred in connection with disbursements of one counsel chosen by the listing holders of a majority of the Registrable Securities (such counsel to be approved by Thoma Bravo) included in such registration and for the reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration. (c) Other Registration Expenses. To the extent Registration Expenses are not required to be paid by the Company, each holder of securities exchange as required hereunder. In no event included in any registration hereunder shall the Company be responsible for any broker or similar commissions of any Holder or, except pay those Registration Expenses allocable to the extent provided for registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the Transaction Documents, any legal fees or other costs aggregate selling price of the Holders. securities to be so registered. View More
Registration Expenses. (a) All fees and expenses incident to the Company's performance of or compliance with, with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, Agreement, including, without limitation, (i) all registration and filing fees (including, without limitation, fees, fees and expenses of the Company's counsel and independent register...ed public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, all independent certified public accountants, underwriters (excluding discounts and (vi) fees commissions) and expenses of all other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), shall be borne by the Company, except as otherwise expressly provided in connection with the consummation of the transactions contemplated by this Agreement. In addition, Agreement, except that the Company shall be responsible for all of shall, in any event, pay its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange or trading system on which similar securities issued by the Company are then listed. (b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and expenses incurred disbursements of one (1) counsel (in addition to local counsel) chosen by the holders of a majority of Registrable Securities included in such registration, and for the reasonable fees and disbursements of each additional counsel retained by any holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration. (c) To the listing extent Registration Expenses are not required to be paid by the Company, each holder of the Registrable Securities on securities included in any securities exchange as required hereunder. In no event registration hereunder shall the Company be responsible for any broker or similar commissions of any Holder or, except pay those Registration Expenses allocable to the extent provided for in the Transaction Documents, any legal fees or other costs registration of the Holders. such holder's securities so included. View More
Registration Expenses. All fees Registration Expenses in connection with any Demand Registration, any Shelf Registration Statement (including the Resale Shelf Registration Statement, Shelf Offering, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses), whether or not the applicable Registration Statement becomes effective and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by th...e Company whether or not any Registrable Securities are sold pursuant to a the applicable Registration Statement. The fees and Statement, as well as all expenses referred to incurred in performing or complying with the foregoing sentence Company's other obligations under this Agreement, shall be borne by the Company. "Registration Expenses" shall include, without limitation, (i) all registration and filing fees (including, without limitation, (including fees and expenses of the Company's counsel and independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any the Trading Market on which the Common Stock is then listed for trading, and (C) (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), "Blue Sky" laws), (ii) printing expenses (including, without limitation, (including expenses of printing certificates for Registrable Company Securities and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the Holders a Holder of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel counsel, auditors and accountants for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. Agreement, and (vii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a "road show." 14 The Company shall have no obligation to pay any Selling Expenses other than any Selling Expenses attributable to the securities it sells for its own account. The Selling Expenses of any Holder shall be borne by the applicable Holder participating in any Demand Registration, any Shelf Registration Statement (including the Resale Shelf Registration Statement) Shelf Offering, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering; provided, however, that the Company shall pay the reasonable fees and disbursements of one counsel for the Holders, up to an aggregate amount in each instance of $100,000, as well as the reasonable fees and disbursements of up to one additional counsel retained by any Major Shareholder who holds Registrable Securities solely for the purpose of rendering a legal opinion on behalf of such Major Shareholder in connection with an Underwritten Offering or any offering where the underwriter(s) or broker dealer(s) request an opinion covering such Major Shareholder, up to an aggregate amount in each instance of $25,000 for the reasonable fees and disbursement of each such additional counsel. In addition, the Company shall be responsible for all of its internal own expenses incurred on its behalf in connection with the consummation preparation of the transactions contemplated by this Agreement (including, without limitation, (including expenses payable to third parties and including all salaries and expenses of its their officers and employees performing legal or accounting duties), duties and fees of counsel to the expense Company), and each Holder shall be responsible for all of any annual audit and the fees and its own expenses incurred on its behalf in connection with the listing preparation of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions this Agreement (including fees of any Holder or, except counsel to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. such Holder). View More
