Common use of Company’s Expenses Clause in Contracts

Company’s Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in any registration and all independent certified public accountants, underwriters (excluding underwriting discounts and selling commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be borne by the Company. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested to be registered, the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Reliant Pharmaceuticals, Inc.), Registration Rights Agreement (Reliant Pharmaceuticals, Inc.)

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Company’s Expenses. All Subject to the limitation in Section 2.2, all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and expenses incurred in connection with any “road show,” and fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel chosen by the holders of at least a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in any registration and all independent certified public accountants, underwriters (excluding underwriting discounts and selling commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be borne by the Company. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of at least a majority of the holders of Registrable Securities requested to be registered, the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registration; provided, further, that if at the time of such withdrawal, the holders (A) have learned of a material adverse change in the condition, business or prospects of the Company that was not known to the holders at the time of their request and (B) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the holders shall not be required to pay any of such Registration Expenses and shall not forfeit their Demand Registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nevro Corp), Registration Rights Agreement (Nevro Corp)

Company’s Expenses. All The Company will pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, : all registration and filing fees, ; fees and expenses of compliance with securities or blue sky laws, ; printing expenses, ; messenger and delivery expenses, ; and fees and disbursements of counsel for the Company, ; reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities to be included in such registration to represent all holders of Registrable Securities to be included in any registration the registration; fees and disbursements of the Company’s registered public accounting firm; and reasonable fees and disbursements of all independent certified public accountants, underwriters (excluding underwriting discounts and selling commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”); provided, however, that, as between the Company and holders of Registrable Securities, all underwriting discounts and commissions and transfer taxes relating to the Registrable Securities will be borne by the Companyholders of such Registrable Securities. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested to be registered, the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Fresh Market, Inc.), Registration Rights Agreement (Fresh Market, Inc.)

Company’s Expenses. All The Company will pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, : all registration and filing fees, ; fees and expenses of compliance with securities or blue sky laws, ; printing expenses, ; messenger and delivery expenses, ; and fees and disbursements of counsel for the Company, ; reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in any registration the registration; fees and all independent certified disbursements of the Company’s registered public accountants, accounting firm; reasonable fees and disbursements of a single counsel for the underwriters (excluding underwriting discounts if the Company or the holders of Registrable Securities are required to bear such expenses); and selling commissions) reasonable fees and disbursements of all other Persons retained by the Company (all such expenses being herein called “Registration Expenses”); provided, however, that all underwriting discounts, commissions and transfer taxes relating to the Registrable Securities will be borne by the Companyholders of such Registrable Securities. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested to be registered, the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registration.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Hyatt Hotels Corp)

Company’s Expenses. All The Company will pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, : all registration and filing fees, ; fees and expenses of compliance with securities or blue sky laws, ; printing expenses, ; messenger and delivery expenses, ; and fees and disbursements of counsel for the Company, ; reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in the registration; reasonable fees and disbursements of each additional counsel retained by any registration holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such holder in connection with any underwritten Public Offering; fees and all independent certified disbursements of the Company’s registered public accountants, accounting firm; reasonable fees and disbursements of a single counsel for the underwriters (excluding underwriting discounts if the Company or the holders of Registrable Securities are required to bear such expenses); and selling commissions) reasonable fees and disbursements of all other Persons retained by the Company (all such expenses being herein called “Registration Expenses”); provided, however, that, as between the Company and the holders of Registrable Securities, all underwriting discounts, commissions and transfer taxes relating to the Registrable Securities will be borne by the Companyholders of such Registrable Securities. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested Initiating Stockholders (other than pursuant to be registeredSection 2.5), the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registrationDemand Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Visionary Systems, Inc.)

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Company’s Expenses. All The Company will pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, : all registration and filing fees, ; fees and expenses of compliance with securities or blue sky laws, ; printing expenses, ; messenger and delivery expenses, ; and fees and disbursements of counsel for the Company, ; reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities to be included in such registration to represent all holders of Registrable Securities to be included in any registration the registration; fees and disbursements of the Company’s registered public accounting firm; and reasonable fees and disbursements of all independent certified public accountants, underwriters (excluding underwriting discounts and selling commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”); provided, however, that, as between the Company and holders of Registrable Securities, all underwriting discounts and commissions and transfer taxes relating to the Registrable Securities will be borne by the Companyholders of such Registrable Securities. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested to be registeredInitiating Holders, the holders of Registrable Securities who have subject to such withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registrationDemand Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Hyatt Hotels Corp)

Company’s Expenses. All Subject to the limitation in Section 2.2, all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and expenses incurred in connection with any “road show,” and fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in any registration and all independent certified public accountants, underwriters (excluding underwriting discounts and selling commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be borne by the Company. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested to be registered, the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registration; provided, further, that if at the time of such withdrawal, the holders (A) have learned of a material adverse change in the condition, business or prospects of the Company that was not known to the holders at the time of their request and (B) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the holders shall not be required to pay any of such Registration Expenses and shall not forfeit their Demand Registration.

Appears in 1 contract

Samples: Stockholders’ Agreement (Nevro Corp)

Company’s Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and expenses incurred in connection with any “road show,” and fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration to represent all holders of Registrable Securities included in any registration and all independent certified public accountants, underwriters (excluding underwriting discounts and selling commissions) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”), will be borne by the Company. In addition, the Company will pay its internal expenses (including, but not limited to, 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 obtained by the Company and the expenses and fees for listing the securities to be registered on each securities exchange; provided, however, that if a request for Demand Registration is subsequently withdrawn at the request of a majority of the holders of Registrable Securities requested to be registered, the holders of Registrable Securities who have withdrawn such request for Demand Registration shall forfeit such Demand Registration unless the holders of Registrable Securities to be registered pay (or reimburse the Company) for all of the Registration Expenses with respect to such withdrawn registration; provided, further, that if at the time of such withdrawal, the holders (A) have learned of a material adverse change in the condition, business or prospects of the Company that was not known to the holders at the time of their request and (B) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the holders shall not be required to pay any of such Registration Expenses and shall not forfeit their Demand Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Corautus Genetics Inc)

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