Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 8, the Company agrees to:
(i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 8, including, but not limited to, reasonable legal accounting and printing fees, provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 8, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs are attributable solely to the offering of such Registrable Securities, payment of which shall, in each case, be the sole responsibility of the Holders of the Registrable Securities; and
(ii) Use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or Blue Sky laws of such jurisdictions in which the Placement Agent or such Holders shall reasonably request, provided, however, that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of process or to taxation as a foreign corporation doing business in such jurisdiction to which it is not the subject, and to do any and all other acts and things which may be necessary to enable the Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.
Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 10, the Company agrees to:
(i) bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 10, including, but not limited to, legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay any of the Holders' Expenses, which shall be paid by the Holders; and
(ii) use its reasonable efforts to register or qualify the Registrable Securities included in an Amendment or registration statement for offer or sale under state securities or blue sky laws of such jurisdictions in which the Underwriter or such Holders shall reasonably request and do all other acts or things necessary or advisable to effect the registration or qualification of the Registrable Securities covered by such Amendment or registration statement in the various states; provided, however, that no registration or qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, taxation as a foreign corporation doing business in such jurisdiction, any requirement that it qualify generally to do business as a foreign corporation in such jurisdiction or any requirement that it agree to restrictions on future actions by the Company to which it is not then subject.
Action to be Taken by the Company. In connection with the registration of Shares in accordance with Section 12.1, and Section 12.2 hereof, the Company shall:
(a) bear the expenses of any registration under Section 12.1 or 12.2 hereof, including but not limited to legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (i) any fees and disbursements of legal counsel retained by Holders of Representative Warrants and/or Shares, or (ii) any underwriters' discount or commission payable in respect of such Shares, payment of which shall, in each case, be the sole responsibility of the Holders of the Shares;
(b) use its best efforts to register or qualify the Shares for offer or sale under state securities or blue sky laws of such jurisdictions in which the participating Holders propose to offer Shares, and to do any and all other acts and things that may be necessary or advisable to enable the Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and
(c) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each Holder of Shares included in such Registration Statement provided that, if so requested by the underwriter, such Holders shall provide the underwriters with several indemnity agreements as to information regarding such Holders.
Action to be Taken by the Company. In connection with the registration of the Shares or other securities for which the Warrants become exercisable in accordance with paragraphs (a) or (b) above, the Company agrees to:
(i) bear the expense of any registration or qualification under paragraph (a), on one occasion, or under paragraph (b), on any number of occasions, including but not limited to legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of more than one set of counsel for the Warrant Holder(s) which reimburesment shall be limited to reasonable attorney's fees in the event of a registration or qualification under paragraph (b), or (B) any underwriters' discount or commission in respect to such Shares or other securities for which the Warrants become exercisable, payment of which shall, in each case, be the sole responsibility of the respective Warrant Holder(s) thereof;
(ii) use its best efforts to register or qualify the Shares or other securities for which the Warrants become exercisable for offer or sale under state securities or blue sky laws of such jurisdictions as the Warrant Holders shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Warrant Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction;
(iii) furnish to each holder copies of any registration statement for the Shares or other securities for which the Warrants become exercisable, any prospectus included in any such registration statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Warrant Holder may from time to time reasonably request; and
(iv) if registration is to be pursuant to an underwritten offering, enter into a cross-indemnity agreement in customary form, with each underwriter, if any, and each Warrant Holder of securities included in such registration statement.
Action to be Taken by the Company. In connection with the registration of Registrable Securities pursuant hereto, the Company agrees to:
(i) Bear the expense of any registration or qualification under (a) of this section, including but not limited to legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees or disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of Registrable Securities;
(ii) Use its best efforts to register or qualify Registrable Securities for offer or sale under state securities or blues sky laws of New York and such other jurisdictions in which Adelphi shall reasonably request;
(iii) Enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each Holder of Registrable Securities included in such Registration Statement.
Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 10, the Company agrees to:
(i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 10, including, but not limited to, legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, or
Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 10, the Company agrees to:
(i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 10, including, but not limited to, legal, accounting and printing fees; provided, however, that in no event shall
Action to be Taken by the Company. In connection with the registration of Warrant Shares in accordance with this Article IV, the Company agrees to:
(a) Bear the expenses of any registration or qualification under Section 4.1, including, but not limited to, legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for the Warrantholder, or (B) any underwriters' discount or commission in respect of Warrant Shares; and
(b) Use its best efforts to register or qualify the Warrant Shares for offer or sale under state securities or Blue Sky laws of such jurisdictions as the Warrantholder shall reasonably request and to do any and all other acts and things which may be necessary or advisable to enable the Warrantholder to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction.
Action to be Taken by the Company. In connection with the registration of the Registrable Securities pursuant hereto, the Company agrees to:
(i) bear the expenses of any registration or qualification under (a) or (b) of this section, including but not limited to accounting and printing fees; PROVIDED, HOWEVER, that in no event shall the Company be obligated to pay (A) any legal fees for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities;
(ii) use its best efforts to register or qualify the Registrable Securities for offer or sale under state securities or blue sky laws in such jurisdictions in which the Underwriter shall reasonably request and to do any and all other acts and things which may be necessary or advisable to enable the Holders to consummate the proposed sale, transfer or other disposition of such securities in such jurisdictions; and
(iii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any, and each Holder of securities included in such Registration Statement.
Action to be Taken by the Company. In connection with the registration of Registrable Securities in accordance with paragraphs (a), (b) or (c) of this Section 10, the Company agrees to:
(i) Bear the expenses of any registration or qualification under paragraphs (a) or (b) of this Section 10, including, but not limited to, legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of special counsel for Holders of Registrable Securities, or (B) any underwriters' discount or commission in respect of such Registrable Securities, (C) any stock transfer taxes attributable to the sale of the Registrable Securities, or (D) upon the exercise of any demand registration right provided for in paragraph (a) of this Section 10, the cost of any liability or similar insurance required by an underwriter, to the extent that such costs
