Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registration, filing or qualification pursuant to Section 1.2, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.22, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and including the reasonable fees and disbursements incurred of only one counsel for the selling Holders Holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders who had requested such registration shall bear such expensesexpenses prorated, based on the number of shares included in the Registration Statement), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.22.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.2; provided further, however, that if at 1.2 or unless the time of such withdrawal, the Holders have learned of registration request is withdrawn after a material adverse change in the condition, business, or prospects of affecting the Company from that was not known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights request pursuant to Section 1.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.27.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one a single counsel for the selling Holders selected by them shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.27.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.27.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings, or qualification qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their requestrequest and 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 expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; provided furtherprovided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the conditioncondition (financial or otherwise), business, or prospects of the Company from that known to the Holders at the time of their requestrequest and 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 expenses and and, if such registration was initiated under Section 1.2 shall retain their rights to demand a registration pursuant to Section 1.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.23.2, including (without limitation), all registration, filing and qualification fees, printers' printers and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for selected by the selling Holders shall be borne by the Company; provided, however, that the Company shall not be ----------------- required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 3.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.23.2; provided -------- further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.23.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registration, filing or qualification pursuant to Section 1.22.2, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.22.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.22.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registration, filing or qualification pursuant to Section 1.2, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' ’ and accounting fees, fees and disbursements of counsel for the Company, and Company (including the reasonable fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders requesting such withdrawal shall bear such expenses), unless (a) the Holders of a majority of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.2; provided further, however, that if at the time of or (b) unless such withdrawal, the Holders have learned of a withdrawal is based upon material adverse change in the condition, business, or prospects of information relating to the Company that is different from that the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their requestrequest for registration under Section 1.2, then the Holders in which case such registration shall not be required to pay any of such expenses and shall retain their rights pursuant to counted as a registration under Section 1.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions) incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.2, including without limitation, all registration, filing and qualification fees, printers' and accounting printer’s fees, accounting fees and fees and disbursements of counsel for the Company, and the reasonable Company (including fees and disbursements of one counsel for the selling Holders Holders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority at least seventy percent (70%) of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority at least seventy percent (70%) of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their requestrequest and 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 expenses and shall retain not forfeit their rights right to one demand registration pursuant to Section 1.2.

Expenses of Demand Registration. All expenses expenses, other than ------------------------------- underwriting discounts and commissions commissions, but including the fees and disbursements of one counsel for the selling Holders, incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses other than ------------------------------- underwriting discounts and commissions incurred in connection with the registrationregistrations, filing or qualification filings and qualifications pursuant to Section 1.210.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the CompanyBorrower, and the reasonable fees and disbursements of one counsel for the selling Holders Holder, shall be borne by the CompanyBorrower; provided, however, that the Company Borrower shall not be required to -------- ------- pay for any expenses of any registration proceeding begun pursuant to Section 1.2 10.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered Holder (in which case all Participating Holders the Holder shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have Holder has learned of a material adverse change in the condition, business, or prospects of the Company Borrower from that known to the Holders Holder at the time of their requestits request and has withdrawn the request with reasonable promptness following disclosure by the Borrower of such material adverse change, then the Holders Holder shall not be required to pay any of such expenses and shall retain their its rights pursuant to Section 1.210.2.

Expenses of Demand Registration. All expenses expenses, other than underwriting discounts and commissions commissions, incurred in connection with the registration, filing or qualification pursuant to Section 1.2, including including, without limitation, all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a one (1) demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.2, 1.2 including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders participating holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, withdrawal the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.or

Expenses of Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.27.2, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to a one demand registration pursuant to Section 1.27.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.27.2.