Expenses of Registration All expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers, legal and accounting fees shall be paid by the Company.
Demand Registration At any time after the day that begins one year after the Effective Date and on or before the end of the day that is five years after the Effective Date, upon written, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, from any Holder or Holders (the "Requesting Holders") of that number of Warrants and/or Warrant Shares which in the aggregate shall constitute a majority of all Warrant Shares issued or issuable under this Agreement (excluding Warrant Shares which have been previously sold, transferred or otherwise disposed of in a registered public offering, pursuant to Rule 144 under the Act, as such rule may be amended from time to time, or pursuant to Regulation S under the Act, as such Regulation may be amended from time to time, or which in the opinion of both counsel to the Company and counsel to the Requesting Holders may otherwise then be publicly sold without registration under the Act), that such Holder or Holders request the registration under the Act of any of the Warrant Shares, the Company shall (i) immediately give notice to the other Holders and afford them the opportunity to participate in the registration statement and (ii) as promptly as possible after the receipt of such notice from the Requesting Holders, but in any event within 60 days of the receipt of such notice, and solely at its cost and expense, file a registration statement with respect to the offering and sale or other disposition of the Warrant Shares with respect to which it shall have received such notice. Such registration statement may, if the Company satisfies the applicable requirements, be made on Form S-3. If a registration requested pursuant to this Section 3(c) is an underwritten registration, the Company and other holders of securities of the Company may include securities in such registration without the written consent of the Holders of the Warrant Shares for which registration has been requested pursuant to this Section 3(c) if, but only if, the managing underwriters of such registration advise the participating Holders of Warrant Shares in writing that in their opinion such inclusion will not materially affect the successful marketing of the Warrant Shares. The Holders shall not be deemed to have effected a demand registration pursuant to this Section 3(c) unless and until the registration statement is declared effective. The Company shall be obligated to file only one registration statement pursuant to this Section 3(c) which becomes effective, whether or not the registration statement at the time it becomes effective covers all or a portion of the Warrant Shares.
Piggyback Registration If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.
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Registration Expenses The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Piggyback Registrations (a) If the Company proposes or is required to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give written notice (the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (5) days following the receipt of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade.
