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. All fees and expenses incident to the performance of or compliance with, this Agreement by the The Company shall be borne by the Company bear all reasonable Registration Expenses in connection with any Demand Registration, Shelf Registration, Shelf Takedown Notice or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a Registration Statement. The "Registration Expenses" shall include: (a) all registration, qualification and fil...ing fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, (including fees and expenses (i) of the Company's counsel and independent registered public accountants) (A) with respect to filings made SEC or FINRA, (ii) incurred in connection with the Commission, (B) with respect to filings required to be made with any listing of the Registrable Securities on the Trading Market on which the Common Stock is then listed for trading, Market, and (C) (iii) 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 documented fees and disbursements of counsel for the Company underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), (ii) Securities)); (b) printing expenses (including, without limitation, (including expenses of printing certificates for Registrable Securities the Company's shares and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority prospectuses); (c) road show expenses of the Registrable Securities included in Company and the Registration Statement), (iii) underwriters, if any; (d) messenger, telephone and delivery expenses, (iv) expenses; (e) reasonable documented fees and disbursements of counsel (including any local counsel), auditors and accountants for the Company, (v) Company (including the expenses incurred in connection with "comfort letters" required by or incident to such performance and compliance); (f) the reasonable documented fees and disbursements of underwriters to the extent customarily paid by issuers or sellers of securities (including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained in accordance with the rules and regulations of FINRA; (h) fees and expenses of any special experts retained by the Company; (g) Securities Act liability insurance, if the Company so desires such insurance, insurance and (vi) (i) reasonable documented fees and expenses disbursements of one counsel (along with any reasonably necessary local counsel) representing all other Persons retained Holders mutually agreed by the Company in connection with the consummation Holders of a majority of the transactions contemplated by this Agreement. Registrable Securities participating in the related registration. 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, (including expenses payable to third parties and including all salaries and expenses of its the Company's officers and employees performing legal or accounting duties), the expense of any annual audit audit, the expense of any liability insurance it determines to obtain and any underwriting fees, discounts, selling commissions and stock transfer taxes and related legal and other fees applicable to securities sold by the fees Company and expenses incurred in connection with respect of which proceeds are received by the listing Company. Each Holder shall pay any Selling Expenses applicable to the sale or disposition of such Holder's Registrable Securities pursuant to any Demand Registration Statement or Piggyback Registration Statement, or pursuant to any Shelf under which such selling Holder's Registrable Shares were sold, in proportion to the amount of such selling Holder's shares of Registrable Securities sold in any offering under such Demand Registration Statement, Piggyback Registration Statement or Shelf. Notwithstanding anything to the contrary contained herein, the 17 Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities on any securities exchange as required hereunder. In no event being sold by the Holders, which underwriting discounts or selling commissions shall be borne by the Company be responsible for any broker or similar commissions of any Holder or, except selling Holders, pro rata in proportion to the extent provided for respective amount of Registrable Securities each is selling in the Transaction Documents, any legal fees or other costs of the Holders. such offering. View More
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the The Company shall be borne by the Company bear all reasonable Registration Expenses in connection with any Demand Registration, Shelf Registration, Shelf Takedown Notice or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence "Registration Expenses" sh...all include, without limitation, (i) all registration registration, qualification and filing fees (including, without limitation, and expenses (including fees and expenses (A) of the Company's counsel and independent registered public accountants) (A) with respect to filings made Commission or FINRA, (B) incurred in connection with the Commission, (B) with respect to filings required to be made with any listing of the Registrable Securities on the Trading Market on which the Common Stock is then listed for trading, Market, 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 documented fees and disbursements of counsel for the Company underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), Securities)); (ii) printing expenses (including, without limitation, (including expenses of printing certificates for Registrable Securities the Company's shares and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority prospectuses); (iii) road show expenses of the Registrable Securities included in Company and the Registration Statement), (iii) underwriters, if any; (iv) messenger, telephone and delivery expenses, (iv) expenses; (v) reasonable documented fees and disbursements of counsel (including any local counsel), auditors and accountants for the Company, (v) Company (including the expenses incurred in connection with "comfort letters" required by or incident to such performance and compliance); (vi) the reasonable documented fees and disbursements of 22 underwriters to the extent customarily paid by issuers or sellers of securities (including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained in accordance with the rules and regulations of FINRA; (vii) fees and expenses of any special experts retained by the Company; (viii) Securities Act liability insurance, if the Company so desires such insurance, insurance and (vi) (ix) reasonable documented fees and expenses disbursements of one counsel (along with any reasonably necessary local counsel) representing all other Persons retained Holders mutually agreed by the Company in connection with the consummation Holders of a majority of the transactions contemplated by this Agreement. Registrable Securities participating in the related registration. 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, (including expenses payable to third parties and including all salaries and expenses of its the Company's officers and employees performing legal or accounting duties), the expense of any annual audit audit, the expense of any liability insurance it determines to obtain and any underwriting fees, discounts, selling commissions and stock transfer taxes and related legal and other fees applicable to securities sold by the fees Company and expenses incurred in connection with respect of which proceeds are received by the listing Company. Each Holder shall pay any Selling Expenses applicable to the sale or disposition of such Holder's Registrable Securities pursuant to any Demand Registration Statement or Piggyback Registration Statement, or pursuant to any Shelf under which such selling Holder's Registrable Shares were sold, in proportion to the amount of such selling Holder's shares of Registrable Securities sold in any offering under such Demand Registration Statement, Piggyback Registration Statement or Shelf. Notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities on any securities exchange as required hereunder. In no event being sold by the Holders, which underwriting discounts or selling commissions shall be borne by the Company be responsible for any broker or similar commissions of any Holder or, except selling Holders, pro rata in proportion to the extent provided for respective amount of Registrable Securities each is selling in the Transaction Documents, any legal fees or other costs of the Holders. such offering. View More
Registration Expenses. All fees and expenses The Company shall bear all reasonable Registration Expenses incident to the Parties' performance of or compliance with, with their respective obligations under this Agreement by the Company shall be borne by the Company or otherwise in connection with any Demand Registration, Shelf Registration, Shelf Takedown Notice or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees a...nd expenses referred to in the foregoing sentence "Registration Expenses" shall include, without limitation, (i) all registration registration, qualification and filing fees (including, without limitation, and expenses (including fees and expenses (A) of the Company's counsel and independent registered public accountants) (A) with respect to filings made Commission or FINRA, (B) incurred in connection with the Commission, (B) with respect to filings required to be made with any listing of the Registrable Securities on the 26 Trading Market on which the Common Stock is then listed for trading, Market, 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 underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), Securities)); (ii) printing expenses (including, without limitation, (including expenses of printing certificates for Registrable Securities the Company's shares and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority prospectuses); (iii) analyst or investor presentation or road show expenses of the Registrable Securities included in Company and the Registration Statement), (iii) underwriters, if any; (iv) messenger, telephone and delivery expenses, (iv) expenses; (v) reasonable fees and disbursements of counsel (including any local counsel), auditors and accountants for the Company, (v) Company (including the expenses incurred in connection with "comfort letters" required by or incident to such performance and compliance); (vi) the reasonable fees and disbursements of underwriters to the extent customarily paid by issuers or sellers of securities (including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained in accordance with the rules and regulations of FINRA; (vii) fees and expenses of any special experts retained by the Company; (viii) Securities Act liability insurance, if the Company so desires such insurance, insurance; (ix) reasonable fees and (vi) disbursements of one counsel (along with any reasonably necessary local counsel) representing all Holders mutually agreed by Holders of a Majority of Included Registrable Securities participating in the related registration; provided that if Initial Holders and Affiliated Holders have Registrable Securities included in any registration, reasonable fees and disbursements of up to two counsel and (x) fees and expenses of all other Persons retained by the Company payable in connection with the consummation any ratings of the transactions contemplated by this Agreement. Registrable Securities, including expenses relating to any presentations to rating agencies. 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, (including expenses payable to third parties and including all salaries and expenses of its the Company's officers and employees performing legal or accounting duties), the expense of any annual audit and any underwriting fees, discounts, selling commissions and stock transfer taxes and related legal and other fees applicable to securities sold by the fees Company and expenses incurred in connection with respect of which proceeds are received by the listing Company. Each Holder shall pay any Selling Expenses applicable to the sale or disposition of the such Holder's Registrable Securities on pursuant to any securities exchange as required hereunder. In no event shall the Company be responsible for Demand Registration Statement or Piggyback Registration Statement, or pursuant to any broker or similar commissions of any Holder or, except Shelf Registration Statement under which such selling Holder's Registrable Securities were sold, in proportion to the extent provided for amount of such selling Holder's shares of Registrable Securities sold in the Transaction Documents, any legal fees offering under such Demand Registration Statement, Piggyback Registration Statement or other costs of the Holders. Shelf Registration Statement. View More
Registration Expenses. All fees and expenses The Company shall bear all reasonable Registration Expenses incident to the Parties' performance of or compliance with, with their respective obligations under this Agreement by the Company shall be borne by the Company or otherwise in connection with any Demand Registration , Shelf Registration, Shelf Takedown Notice or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees ...and expenses referred to in the foregoing sentence "Registration Expenses" shall include, without limitation, (i) all registration registration, qualification and filing fees (including, without limitation, and expenses (including fees and expenses (A) of the Company's counsel and independent registered public accountants) (A) with respect to filings made Commission or FINRA, (B) incurred in connection with the Commission, (B) with respect to filings required to be made with any listing of the Registrable Securities on the Trading Market on which the Common Stock is then listed for trading, Market, 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 underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), Securities as may be set forth in any underwriting agreement)); (ii) printing expenses (including, without limitation, in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto (including 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 Company's shares); (iii) analyst or investor presentation or road show expenses of the Registrable Securities included in Company and the Registration Statement), (iii) underwriters, if any; (iv) messenger, telephone and delivery expenses, (iv) expenses; (v) reasonable fees and disbursements of counsel (including any local counsel), auditors and accountants for the Company (including the expenses incurred in connection with "comfort letters" required by or incident to such performance and compliance); (vi) the reasonable fees and disbursements of underwriters to the extent customarily paid by issuers or sellers of securities (including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained in accordance with the rules and regulations of FINRA and the other reasonable fees and disbursements of underwriters (including reasonable fees and disbursements of counsel for the Company, (v) underwriters) in connection with any FINRA qualification; (vii) fees and expenses of any special experts retained by the Company; (viii) Securities Act liability insurance, if the Company so desires such insurance, insurance; (ix) reasonable fees and (vi) disbursements of one counsel (along with any reasonably necessary local counsel) representing all Holders mutually agreed by Holders of a Majority of Included Registrable Securities participating in the related registration; (x) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies; (xi) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties); (xii) transfer agents' and registrars' fees and expenses and the fees and expenses of all any other Persons retained by the Company agent or trustee appointed in connection with 25 such offering; and (xiii) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration, Piggyback Registration or Shelf Registration pursuant to the consummation terms 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, (including expenses payable to third parties and including all salaries and expenses of its the Company's officers and employees performing legal or accounting duties), the expense of any annual audit and any underwriting fees, discounts, selling commissions and stock transfer taxes and related legal and other fees applicable to securities sold by the fees Company and expenses incurred in connection with respect of which proceeds are received by the listing Company. Each Holder shall pay any Selling Expenses applicable to the sale or disposition of the such Holder's Registrable Securities on pursuant to any securities exchange as required hereunder. In no event shall the Company be responsible for Demand Registration Statement or Piggyback Registration Statement, or pursuant to any broker or similar commissions of any Holder or, except Shelf Registration Statement under which such selling Holder's Registrable Securities were sold, in proportion to the extent provided for amount of such selling Holder's shares of Registrable Securities sold in the Transaction Documents, any legal fees offering under such Demand Registration Statement, Piggyback Registration Statement or other costs of the Holders. Shelf Registration Statement. View More
Registration Expenses. All reasonable fees and expenses incident to incurred in the 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, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered publi...c accountants) (A) with respect to filings made with the Commission, (B) with respect to (A) filings required to be made with any Trading Market on which the Common Stock is then listed for trading, SEC, all applicable securities exchanges and/or FINRA and (C) in (B) compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, blue sky laws, including, without limitation, any reasonable fees and disbursements of counsel for the Company underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), Securities pursuant to Section 4(g)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the managing underwriter(s), if any, or by a Holder making a Demand Notice, Take-Down Notice or Underwritten Shelf Take-Down Notice with respect to such offering or the Holders of a majority of the Registrable Securities included in the any Registration Statement), (iii) messenger, telephone and delivery expenses, expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance, incurred in connection with any road show, (vi) fees and (vi) disbursements of all independent registered public accounting firms referred to in Section 4(n) hereof (including, without limitation, the expenses of any "cold comfort" letters required by this Agreement) and any other persons, including special experts retained by the Company and fees and expenses of all other Persons retained the transfer agent and (vii) fees and disbursements of one firm of counsel as Holders' Counsel shall be borne by the Company in connection with the consummation of the transactions contemplated by this Agreement. whether or not any Registration Statement is filed or becomes effective (up to $100,000 per Underwritten Offering). In addition, the Company shall be responsible for all of 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 and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be responsible for required to pay (i) fees and disbursements of any broker counsel retained by any Holder of Registrable Securities or by any underwriter (except as set forth above in this Section 7), (ii) any underwriter's fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar commissions securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), or (iii) any other expenses of the Holders of Registrable Securities not specifically required to be paid by the Company pursuant to the first paragraph of this Section 7. 25 8. Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available such information so long as necessary to permit sales of Registrable Securities pursuant to Rule 144), and it will take such further action as any Holder of Registrable Securities (or, if the Company is not required to file reports as provided above, any Holder) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the reasonable request of any Holder or, except of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. specifics thereof. View More
Registration Expenses. All reasonable fees and expenses incident to the 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, (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered public accountan...ts) (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, SEC, NYSE, FINRA or the National Association of Securities Dealers, Inc. and (C) in (B) of compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, laws, including, without limitation, any fees and disbursements of counsel for the Company underwriters in connection with Blue Sky qualifications or exemptions of the Registrable Securities), Securities pursuant to Section 4(h)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the managing underwriters, if any, the Demand Party or by the Holders of a majority of the Registrable Securities included in the any Registration Statement), (iii) messenger, telephone and delivery expenses, expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance, and incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 4(o) hereof (including, without limitation, the expenses of all any "cold comfort" letters required by this Agreement) and any other Persons persons, including special experts retained by the Company and (vii) fees and disbursements of one counsel for the Holders whose shares are included in connection with a Registration Statement (which counsel shall be selected as set forth in Section 8)) shall be borne by the consummation of the transactions contemplated by this Agreement. Company whether or not any Registration Statement is filed or becomes effective. In addition, the Company shall be responsible for all of 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 and audit, the fees and expenses incurred in connection with the listing of the securities to be registered on the NYSE or such other national securities exchange on which the Common Stock is listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder or by any underwriter (except as set forth in this Section 6 and in Section 8 or pursuant to the underwriting agreement entered into in connection with such offering), (ii) any underwriter's fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities on (other than with respect to Registrable Securities sold by the Company), or (iii) any securities exchange as other expenses of the Holders not specifically required hereunder. In no event shall to be paid by the Company pursuant to the first paragraph of this Section 6. 20 7. Rule 144. The Company covenants that it will file the reports required to be responsible for any broker or similar commissions filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Demand Party, make publicly available such information so long as necessary to permit sales of Registrable Securities pursuant to Rule 144), and it will take such further action as any Holder or, except (or, if the Company is not required to file reports as provided above, any Demand Party) may reasonably request, all to the extent provided for in required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Transaction Documents, any legal fees or other costs Securities Act within the limitation of the Holders. exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specific requirements with which it did not so comply. Notwithstanding anything contained in this Section 7, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder. View More
Registration Expenses. All The Company shall pay all fees and expenses incident to the 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, Company, including without limitation, (i) limitation: (a) all registration and filing fees (including, and expenses, including without limitation, fees and expenses of the... Company's counsel and independent registered public accountants) (A) with respect limitation those related to filings made with the Commission, (B) with respect to filings required to be made with any Trading SEC, each Principal Market on which the Common Stock is then listed for trading, and (C) in compliance connection 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) "Blue Sky" laws, (b) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing copies of prospectuses is Prospectuses reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) Holder), (c) messenger, telephone and delivery expenses, (iv) (d) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) (e) 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 The Company shall be responsible for all of its internal expenses incurred in connection with also pay the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries reasonable fees and expenses of its officers and employees performing legal or accounting duties), one counsel to the expense Holders (selected by the Holders of any annual audit and the fees and expenses incurred in connection with the listing at least a majority of the Registrable Securities to be registered on such applicable Registration Statement). Each Holder shall pay any securities exchange as required hereunder. In no event shall the Company be responsible for any broker and all costs, fees, discounts or similar commissions of any Holder or, except attributable to the extent provided for in the Transaction Documents, any legal fees or other costs sale of the Holders. its respective Registrable Securities. View More
Registration Expenses. All reasonable fees and expenses incident to incurred in the 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, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered publi...c accountants) (A) with respect to filings made with the Commission, (B) with respect to (A) filings required to be made with any Trading Market on which the Common Stock is then listed for trading, SEC, all applicable securities exchanges and/or FINRA and (C) in (B) compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, blue sky laws, including, without limitation, any fees and disbursements of counsel for the Company underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), Securities pursuant to Section 4(g)), (ii) printing 20 TABLE OF CONTENTS​​ expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the managing underwriter(s), if any, or by a Holder making a Demand Notice with respect to such offering or the Holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 4(n) hereof (including, without limitation, the expenses of any "cold comfort" letters required by this Agreement) and any other persons, including special experts retained by the Company and (vii) fees and disbursements of separate counsel (but not more than one firm of counsel that shall serve as corporate counsel for the Standard General Parties, in addition to one firm of counsel for each Standard General Party participating in such offering that shall serve as local counsel for such Standard General Party, as may be required in such offering) for the Standard General Parties and their Affiliates if any of them is participating in the offering (which counsel shall be selected by such participating Holders) and, if none of them is participating in the offering, one counsel for the Holders of Registrable Securities whose shares are included in a Registration Statement (which counsel shall be selected by the Holders of a majority of the Registrable Securities included in the such 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 Statement) shall be borne by the Company in connection with the consummation of the transactions contemplated by this Agreement. whether or not any Registration Statement is filed or becomes effective. In addition, the Company shall be responsible for all of 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 and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be responsible for required to pay (i) fees and disbursements of any broker counsel retained by any Holder of Registrable Securities or by any underwriter (except as set forth above in this Section 7), (ii) any underwriter's fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar commissions of any Holder or, except securities industry professionals) relating to the extent provided for in the Transaction Documents, any legal fees or other costs distribution of the Holders. Registrable Securities (other than with respect to Registrable Securities sold by the Company) or (iii) any other expenses of the Holders of Registrable Securities not specifically required to be paid by the Company pursuant to the first paragraph of this Section 7. View More
Registration Expenses. All reasonable fees and expenses incident to incurred in the 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, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered publi...c accountants) (A) with respect to filings made with the Commission, (B) with respect to (A) filings required to be made with any Trading Market on which the Common Stock is then listed for trading, SEC, all applicable securities exchanges and/or FINRA and (C) in (B) compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, blue sky laws, including, without limitation, any fees and disbursements of counsel for the Company underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), Securities pursuant to Section 4(g)), (ii) printing expenses 27 (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the managing underwriter(s), if any, or by a Holder making a Demand Notice with respect to such offering or the Holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 4(n) hereof (including, without limitation, the expenses of any "cold comfort" letters required by this Agreement) and any other persons, including special experts retained by the Company and (vii) fees and disbursements of separate counsel (but not more than one firm of counsel that shall serve as corporate counsel for the Standard General Parties, in addition to one firm of counsel for each Standard General Party participating in such offering that shall serve as local counsel for such Standard General Party, as may be required in such offering) for the Standard General Parties and their Affiliates if any of them is participating in the offering (which counsel shall be selected by such participating Holders) and, if none of them is participating in the offering, one counsel for the Holders of Registrable Securities whose shares are included in a Registration Statement (which counsel shall be selected by the Holders of a majority of the Registrable Securities included in the such 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 Statement) shall be borne by the Company in connection with the consummation of the transactions contemplated by this Agreement. whether or not any Registration Statement is filed or becomes effective. In addition, the Company shall be responsible for all of 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 and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be responsible for required to pay (i) fees and disbursements of any broker counsel retained by any Holder of Registrable Securities or by any underwriter (except as set forth above in this Section 7), (ii) any underwriter's fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar commissions of any Holder or, except securities industry professionals) relating to the extent provided for in the Transaction Documents, any legal fees or other costs distribution of the Holders. Registrable Securities (other than with respect to Registrable Securities sold by the Company) or (iii) any other expenses of the Holders of Registrable Securities not specifically required to be paid by the Company pursuant to the first paragraph of this Section 7. View More
Registration Expenses. All reasonable fees and expenses incident to incurred in the 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, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company's counsel and independent registered publi...c 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, SEC, all applicable securities exchanges and/or FINRA and (C) in (B) with respect to compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, blue sky laws, including, without limitation, any fees and disbursements of counsel for the Company underwriters in connection with Blue Sky blue sky qualifications or exemptions of the Registrable Securities), Securities pursuant to Section 4(g)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses Prospectuses if the printing of prospectuses Prospectuses is reasonably requested by the Holders managing underwriter(s), if any, or by a Holder submitting a Demand Notice or Take-Down Notice with respect to such offering or the holders of a majority of the Registrable Securities included in the any Registration Statement), (iii) messenger, telephone and delivery expenses, expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if expenses of the Company so desires such insurance, and incurred in connection with any road show, (vi) fees and disbursements of all independent registered public accounting firms referred to in Section 4(n) (including, without limitation, the expenses of all any "cold comfort" letters required by this Agreement) and any other Persons Persons, including special experts retained by the Company Company, (vii) fees and disbursements of separate counsel for the CD&R Investor and its Affiliates that are Holders if any of them is participating in connection with the consummation offering (which counsel shall be selected by such participating Holders) and one counsel for the other Holders whose Registrable Securities are included in a Registration Statement (which counsel shall be selected by the holders of a majority of the transactions contemplated Registrable Securities included in such Registration Statement), (viii) all reasonable fees and disbursements of underwriters (other than those described in the next paragraph) customarily paid by issuers or sellers of securities and (ix) all other costs, fees and expenses incident to the Company's performance or compliance with this Agreement. Agreement, shall be borne by the Company whether or not any Registration Statement is filed or becomes effective. In addition, the Company shall be responsible for all of 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 and audit, the fees and expenses incurred in connection with the listing of the Registrable Securities securities to be registered on any securities exchange as required hereunder. In no event shall on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be responsible for required to pay (i) fees and disbursements of any broker counsel retained by any Holder or by any underwriter (except as set forth above in this Section 6), (ii) any underwriter's fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar commissions securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Company), or (iii) any other expenses of the Holders not specifically required to be paid by the Company pursuant to the first paragraph of this Section 6. 23 7. Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any of the CD&R Investor or its Affiliates that are Holders, make publicly available such information so long as necessary to permit sales of Registrable Securities pursuant to Rule 144), and it will take such further action as any Holder or, except (or, if the Company is not required to file reports as provided above, any of the CD&R Investor or its Affiliates that are Holders) may reasonably request, all to the extent provided for in required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Transaction Documents, any legal fees or other costs Securities Act within the limitation of the Holders. exemptions provided by Rule 144. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specific requirements with which it did not so comply. View More
