Common use of Expenses of Registration Clause in Contracts

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).

Appears in 22 contracts

Samples: Investor Rights Agreement (Seaport Entertainment Group Inc.), Investor Rights Agreement (Pershing Square Capital Management, L.P.), Registration Rights Agreement (Rouse Properties, Inc.)

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Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1.3 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities so registered shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.

Appears in 20 contracts

Samples: Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (Verso Technologies Inc), Registration Rights Agreement (I2 Telecom International Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities so registered shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.

Appears in 19 contracts

Samples: Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to Sections 2, 3 or 4 of this Section 2 Agreement shall be borne by the Company, and all except that Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of by each Holder in accordance with the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.

Appears in 13 contracts

Samples: Registration Rights Agreement (Limelight Media Group Inc), Registration Rights Agreement (Impart Media Group Inc), Registration Rights Agreement (Incentra Solutions, Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 shall be borne by the Company, ; and all Selling Expenses in connection with such registration, qualification or compliance shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 12 contracts

Samples: Common Stock Purchase Agreement (Power Kiosks Inc), Registration Rights Agreement (Eautoclaims Com Inc), Registration Rights Agreement (Clements Golden Phoenix Enterprises Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1.3 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities so registered shall be borne by the Holders holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.

Appears in 7 contracts

Samples: Registration Rights Agreement (United Auto Group Inc), Agreement and Plan of Merger (Grace Development Inc), Registration Rights Agreement (United Auto Group Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and except that all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 6 contracts

Samples: Registration Rights and Shareholder Agreement (Icoa Inc), Registration Rights and Shareholder Agreement (Icoa Inc), Registration Rights and Shareholder Agreement (Icoa Inc)

Expenses of Registration. All Registration Expenses expenses incurred in connection with any Registration, qualification or compliance a registration pursuant to this Section 2 3.2 hereof (excluding underwriters' discounts and commissions, which shall be borne by the sellers), including without limitation all registration 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 (which counsel shall be selected by the holders of a majority in interest of such Holders based on the number of Registrable Securities included in such registration) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).. 3.6

Appears in 6 contracts

Samples: Stockholders' Agreement (Universal Hospital Services Inc), Stockholders' Agreement (Universal Hospital Services Inc), Stockholders' Agreement (Universal Hospital Services Inc)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 7.1, 7.2 or 7.3 herein shall be borne by the Company, and all . All Selling Expenses applicable to Registrable Shares sold by Holders incurred in connection with any registrations hereunder shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 5 contracts

Samples: Subscription and Rights Agreement (Geospatial Holdings, Inc.), Subscription and Purchase Agreement (Geospatial Holdings, Inc.), Subscription and Purchase Agreement (Geospatial Holdings, Inc.)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration under Section 2.1, qualification Section 2.2 or compliance pursuant to this Section 2 2.3 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the Holders of Persons selling the securities so registered pro rata on the basis of in proportion to the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, securities sold by the Holders as incurred)such seller or sellers.

Appears in 5 contracts

Samples: Registration Rights Agreement (Robcor Properties Inc), Agreement and Plan of Merger (Robcor Properties Inc), Investor Rights Agreement (Barrier Therapeutics Inc)

Expenses of Registration. All expenses, other than the Selling Expenses (which shall be borne by the Holders requesting Registration Expenses on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with any RegistrationRegistrations, qualification filings or compliance qualifications pursuant to this Section 2 Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).

Appears in 5 contracts

Samples: Shareholders Agreement (Nobao Renewable Energy Holdings LTD), Senior Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD), Shareholders Agreement (Nobao Renewable Energy Holdings LTD)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section Articles 2 and 3 hereof shall be borne by the Company, and all . All Selling Expenses relating to Registrable Securities registered by the Holders shall be borne by the Holders of the securities so registered such Registrable Securities pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 5 contracts

Samples: Registration Rights Agreement (Wits Basin Precious Minerals Inc), Registration Rights Agreement (Spectre Gaming Inc), Registration Rights Agreement (Entrx Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all Registrations pursuant to this Section 2 5.2 shall be borne by the Company, and all . Selling Expenses shall to be borne by the Holders holders of the securities so registered Registrable Securities Registered shall be borne pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Registrable Securities being Registered.

Appears in 4 contracts

Samples: Intellect Neurosciences, Inc., Intellect Neurosciences, Inc., Intellect Neurosciences, Inc.

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders and the holders of any Other Shares shall be borne by the Holders and any holders of the securities so registered any Other Shares included in such registration pro rata among each other on the basis of the number of Registrable Securities and Other Shares, respectively, registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)behalf.

Appears in 4 contracts

Samples: Stockholders Agreement, Stockholders Agreement (Concrete Pumping Holdings, Inc.), Stockholders Agreement (Industrea Acquisition Corp.)

Expenses of Registration. All Registration Expenses expenses (other than Selling Expenses) incurred in connection with any Registrationregistrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification or compliance fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne paid by the Holders of the securities so registered pro rata on the basis of the number of Registrable Securities registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)behalf.

Appears in 4 contracts

Samples: Investors Rights Agreement (LIGHTBRIDGE Corp), Securities Purchase Agreement (LIGHTBRIDGE Corp), Investors Rights Agreement (LIGHTBRIDGE Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 2.1 shall be borne by the Company, and all Corporation. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered included in such registration pro rata rata, severally and not jointly, among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 4 contracts

Samples: Registration Rights Agreement (Bioject Medical Technologies Inc), Registration Rights Agreement (Bioject Medical Technologies Inc), Registration Rights Agreement (Bioject Medical Technologies Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 shall be borne by the Company, ; and all Selling Expenses in connection with such registration, qualification or compliance shall be borne by the Holders holders of the securities Registrable Securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 4 contracts

Samples: Security Agreement (Cuidao Holding Corp), Security Agreement (Orange Productions Inc), Security Agreement (Surgical Safety Products Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 7.2 and 7.3 (exclusive of Selling Expenses but inclusive of the reasonable fees and expenses of any special counsel to the selling Holders) shall be borne by SIGNAL. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the Company, and all Selling Expenses shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Signal Pharmaceuticals Inc), Stock Purchase Agreement (Signal Pharmaceuticals Inc), Stock Purchase Agreement (Signal Pharmaceuticals Inc)

Expenses of Registration. All Registration registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Registration Rights Agreement (Polypore International, Inc.), Registration Rights Agreement (Daramic, LLC), Registration Rights Agreement (Polypore International, Inc.)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 4.1, 4.2 or 4.3 herein shall be borne by the Company, and all . All Selling Expenses applicable to Registrable Shares sold by Holders incurred in connection with any registrations hereunder shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Registration Rights Agreement, Mutual Release and Settlement Agreement (Geospatial Corp), Conversion Agreement (Geospatial Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.2, 2.3 and 2.4 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of any Holder shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Holder.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (CareDx, Inc.), Investors’ Rights Agreement (CareDx, Inc.), Investors’ Rights Agreement (CareDx, Inc.)

Expenses of Registration. All Registration Expenses Expenses, including the reasonable fees and expenses of counsel to the selling Holders, incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.2, 2.3 and 2.4 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata with the Company and each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Rights Agreement, Rights Agreement (Bluearc Corp), Investors’ Rights Agreement (Bluearc Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all Registrations pursuant to this Section 2 7.2 shall be borne by the Company, and all . Selling Expenses shall to be borne by the Holders holders of the securities so registered Registrable Securities Registered shall be borne pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Registrable Securities being Registered.

Appears in 3 contracts

Samples: Mdi Entertainment Inc, Mdi Entertainment Inc, Mdi Entertainment Inc

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this registration under Section 2 2.1 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any such registration shall be borne by the Holders Holder(s) of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hei Inc), Registration Rights Agreement (Hei Inc), Registration Rights Agreement (Hei Inc)

Expenses of Registration. All Subject to Section 2(e), all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).registered

Appears in 3 contracts

Samples: Registration Rights Agreement (American Railcar Industries, Inc.), Registration Rights Agreement (American Railcar Industries, Inc./De), Registration Rights Agreement (American Railcar Industries, Inc./De)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 2.1 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any Registration hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Holders.

Appears in 3 contracts

Samples: Lock Up and Registration Rights Agreement (Kitov Pharma Ltd.), Stock Purchase Agreement (Kitov Pharma Ltd.), Registration Rights Agreement (Diffusion Pharmaceuticals Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.2 shall be borne by the Company. Unless otherwise stated, and all Selling Expenses and other expenses, except for such Registration Expenses, relating to securities registered on behalf of the Holders shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Stock Acquisition Agreement (Mezzanine Investment Corp), Stock Acquisition Agreement (Trycera Financial, Inc.), Stock Acquisition Agreement (Trycera Financial, Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1.02 shall be borne by the Company. Unless otherwise stated, all other expenses and all Selling Expenses relating to securities registered by the Holder shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Holder.

Appears in 3 contracts

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

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.2, 2.3 and 2.4 shall be borne by the Company, and all Company (including the expense of one special counsel of the Participating Holders not to exceed $50,000). All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata with the Company and among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Amendment Agreement (YuMe Inc), Amendment Agreement (YuMe Inc), Amendment Agreement (YuMe Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered Registered pro rata on the basis of the number of their shares so registered Registered other than fees and expenses of counsel, which, to the extent not included in Registration Expenses, shall be borne by the Holder incurring such fees and expenses of counsel (or, in if incurred by a Holder or Holders on behalf of one or more other Holders, pro rata on the case basis of fees and disbursements the number of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurredtheir shares so Registered).

Appears in 3 contracts

Samples: Registration Rights Agreement (Spheris Inc.), Registration Rights Agreement (Spheris Leasing LLC), Registration Rights Agreement (CCS Medical Holdings, Inc.)

Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 3 contracts

Samples: Registration Rights Agreement (Four Media Co), Registration Rights Agreement (Four Media Co), Employment Agreement (Envirogen Inc)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata PRO RATA on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Investor Rights Agreement (Envision Development Corp /Fl/), Investor Rights Agreement (Environmental Service Professionals, Inc.)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 2.2 or 2.3 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the Holders of holders selling the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)securities.

Appears in 2 contracts

Samples: Investor Rights Agreement (Pharmathene, Inc), Investor Rights Agreement (Kelisia Holdings LTD)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 subsection 2.1(a) or (b) shall be borne by the Company, and all . All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by the such Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (orexcept to the extent such Selling Expense is specifically attributable to one Holder, in the which case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, it shall be borne by the Holders as incurred)such Holder.

Appears in 2 contracts

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

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 2.1 shall be borne by the Company. Unless otherwise stated herein, and all Selling Expenses relating to securities registered on behalf of any Purchaser shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Purchaser.

Appears in 2 contracts

Samples: Registration Rights Agreement (Imco Recycling Inc), Registration Rights Agreement (Imco Recycling Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the CompanyCompany (unless at the request of the Holders, the registration statement is not filed or is withdrawn, in which case the Holders shall pay all of the Registration Expenses), and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Warburg Pincus Equity Partners Lp), Registration Rights Agreement (Transkaryotic Therapies Inc)

Expenses of Registration. All Registration Selling Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in relation to the case total number of fees and disbursements of counsel and advisors to any Holders that do not constitute shares registered. Registration Expenses, Expenses shall be borne by the Holders as incurred)Company.

Appears in 2 contracts

Samples: Registration Rights Agreement (Esarbee Investments LTD), Registration Rights Agreement (Esarbee Investments LTD)

Expenses of Registration. All Registration Expenses expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company, shall be borne and paid by the Company. The Selling Expenses of any Registration, qualification or compliance Holder relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Holder.

Appears in 2 contracts

Samples: Investor Rights Agreement (Legacy Education Inc.), Registration Rights Agreement (Legacy Education Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 subsection 2.1(a), (b) or (c) shall be borne by the Company, and all . All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by the such Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (orexcept to the extent such Selling Expense is specifically attributable to one Holder, in the which case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, it shall be borne by the Holders as incurred)such Holder.

Appears in 2 contracts

Samples: Joint Development Agreement (Syntroleum Corp), Registration Rights Agreement (Syntroleum Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Equivest Finance Inc), Registration Rights Agreement (Equivest Finance Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (GenuTec Business Solutions, Inc.), Registration Rights Agreement (TRUEYOU.COM)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this registration under Section 2 2.1 shall be borne by the Company. All Selling Expenses incurred in connection with any such registration shall be borne by the Holder of the securities so registered incurring such expense, and unless all Holders have consented to such Selling Expense, in which case, such Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hei Inc), Registration Rights Agreement (Hei Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance the Registration pursuant to this Section 2 2.2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of persons who sell the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Shares generating said Selling Expenses, by the Holders as incurred).

Appears in 2 contracts

Samples: Registration Rights Agreement (LXR Biotechnology Inc), Registration Rights Agreement (LXR Biotechnology Inc)

Expenses of Registration. All Registration Expenses expenses (other than Selling Expenses) incurred in connection with any Registrationregistrations, filings, or qualifications pursuant to paragraph 2, including all registration, filing, and qualification or compliance fees; printers’ and accounting fees; fees and disbursements of counsel for Company, shall be borne and paid by Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section paragraph 2 shall be borne and paid by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered Holder pro rata on the basis of the number of Registrable Securities registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)behalf.

Appears in 2 contracts

Samples: Registration Rights Agreement (Almost Family Inc), Asset Purchase Agreement (Almost Family Inc)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registration hereunder shall be borne by the Holder. In connection with any such registration, the Company shall reimburse the Holders of Registration Securities for the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of one counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)of Registrable Securities related to such counsel's review of any registration statement and assistance in connection with any sale pursuant thereto.

Appears in 2 contracts

Samples: Jazz Semiconductor Inc, Jazz Semiconductor Inc

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders holders of the securities Registrable Securities so registered Registered pro rata on the basis of the number of their shares of Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Old Glory Holding Co), Registration Rights Agreement (Consonus Technologies, Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance up to two (2) Registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Frisby Technologies Inc), Registration Rights Agreement (Frisby Technologies Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 subsection 2.1(a) shall be borne by the Company, and all . All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by the such Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (orexcept to the extent such Selling Expense is specifically attributable to one Holder, in the which case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, it shall be borne by the Holders as incurred)such Holder.

Appears in 2 contracts

Samples: Letter Agreement (Syntroleum Corp), Registration Rights Agreement (Syntroleum Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance the Registration pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of persons who sell the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Shares generating said Selling Expenses, by the Holders as incurred).

Appears in 2 contracts

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

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance Registrations pursuant to this Section 2 shall be borne by the Company, and all . All Registration Expenses incurred in connection with any other qualification or compliance shall be borne by the Company. All Selling Expenses shall be borne by the Holders holders of the securities so registered Registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Registered.

Appears in 2 contracts

Samples: Shareholders Agreement, Shareholders Agreement (Unified Western Grocers Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 1.2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holder shall be borne by the Holders of the securities so registered pro rata Holder on the basis of the number of their shares so Shares registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Incontrol Inc), Stock Purchase Agreement (Incontrol Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 (whether or not such registration, qualification or compliance is effectuated) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be registered) pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurredbe registered).

Appears in 2 contracts

Samples: Registration Rights Agreement (Medassets Inc), Registration Rights Agreement (Eagle Family Foods Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any RegistrationShelf Registration Statement or Company Registration Statement, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Selling Holders.

Appears in 2 contracts

Samples: Pxre Group LTD, Reservoir Capital Group LLC

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Holder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Vista Medical Technologies Inc), Asset Purchase Agreement (Vista Medical Technologies Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 of this Agreement shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered Investor pro rata on the basis of the number of their its shares so registered (or, as compared to the total amount of shares included in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, registration for resale by the Holders as incurred)Investor and the Other Shareholders combined.

Appears in 2 contracts

Samples: Registration Rights Agreement (Refinery Science Corp), Registration Rights Agreement (Reality Wireless Networks Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistrations, qualification filings, or compliance qualifications pursuant to Section 2 shall be borne and paid by the Company. All underwriting discounts and commissions relating to Registrable Securities registered pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne paid by the Holders of the securities so registered pro rata on the basis of the number of Registrable Securities registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)behalf.

Appears in 2 contracts

Samples: Registration Rights Agreement (Differential Brands Group Inc.), Form of Registration Rights Agreement (Joe's Jeans Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 F.2 shall be borne by the Company, and all Investor. All Selling Expenses relating to the Shares shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Investor.

Appears in 2 contracts

Samples: Subscription Agreement (Madison Run, LLC), Subscription Agreement (Digital Fusion Inc/Nj/)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.3 or any registration under Sections 2.2, 2.4 or 2.5 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata PRO RATA on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Image Investor Portfolio a Sep Ser of Memphis Angels LLC), Registration Rights Agreement (Internet Pictures Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered them pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Investor Rights Agreement (51job, Inc.), Investor Rights Agreement (Yan Rick)

Expenses of Registration. All Registration Expenses expenses (other than Selling Expenses) incurred in connection with any Registrationregistrations, qualification filings, or compliance qualifications pursuant to this Section 2, shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Holders.

Appears in 2 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Ascendis Pharma a/S)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this the registration described in Section 2 2(a) shall be borne by the Company. All other registration expenses, and all Selling Expenses if any, shall be borne by the Holders of the securities so registered Investors pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurred)be so registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Arrowhead Research Corp), Common Stock and Warrant Purchase Agreement (Arrowhead Research Corp)

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Expenses of Registration. All Registration Expenses incurred ------------------------ in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.2, 2.3 and 2.4 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered included in such registration pro rata with the Company and among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (Kyphon Inc), Stockholder Rights Agreement (Kyphon Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance up to one registration pursuant to this Section 2 2.1 shall be borne by the Company. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders and all Selling other Registration Expenses shall be borne by the Holders of and the securities so registered Company on a pro rata on the basis of in accordance with the number of their shares so registered (or, included in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, registration held or issued by the Holders as incurred)each.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ebiz Enterprises Inc), Registration Rights Agreement (Herman Stephen C)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.1 and 2.2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered included in such registration pro rata rata, severally and not jointly, among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Investors Rights Agreement (Quality Food Centers Inc), Investors Rights Agreement (Quality Food Centers Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.1 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata among each other on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sirenza Microdevices Inc), Registration Rights Agreement (Sirenza Microdevices Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this the registration described in Section 2 shall be borne by the Company. All other registration expenses, and all Selling Expenses if any, shall be borne by the Holders of the securities so registered Investors pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurred)be so registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (Arrowhead Research Corp), Registration Rights Agreement (Arrowhead Research Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 of this Agreement shall be borne by the Company, and all except that Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of by each Holder in accordance with the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.

Appears in 2 contracts

Samples: Registration Rights Agreement (Front Porch Digital Inc), Registration Rights Agreement (Incentra Solutions, Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata among each other on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Investor Rights Agreement (Luna Innovations Inc), Investor Rights Agreement (Luna Innovations Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 shall be borne by the CompanyShareholders and shall be paid by the Shareholders to the Company in cash in advance on demand, and all subject to verification of actual expenses by the Company for advance payments. All Selling Expenses relating to securities registered on behalf of the Shareholders shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Shareholders.

Appears in 2 contracts

Samples: Registration Agreement (American Eagle Outfitters Inc), Registration Agreement (SHD Investments LLC)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro pro-rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 2 contracts

Samples: Registration Rights Agreement (First Sterling Banks Inc), Registration Rights Agreement (Multi Link Telecommunications Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 F.1 shall be borne by the Company, and all . All Selling Expenses relating to the Shares shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Investor.

Appears in 2 contracts

Samples: Subscription Agreement (Madison Run, LLC), Subscription Agreement (Digital Fusion Inc/Nj/)

Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1.2 hereof, and reasonable fees of one counsel for the selling shareholders in the case of registrations pursuant to Section 1.2 shall be borne by the Company, and all . All Selling Expenses relating to securities so registered shall be borne by the Holders holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.

Appears in 1 contract

Samples: Investors' Rights Agreement (Sirf Technology Inc)

Expenses of Registration. All Registration Expenses and Selling Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (orin relation to the total number of shares registered. All other Registration Expenses shall be borne by the Company and/or the Other Stockholders, in as the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)may be.

Appears in 1 contract

Samples: Registration Rights Agreement (Claridge Israel LLC)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all Registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered Registered pro rata on the basis of the number of their shares so registered (orRegistered; provided, however, that if Registrable Securities are Registered pursuant to a shelf registration statement relating to a non-underwritten offering, each Holder will be obligated solely for the Selling Expenses incurred in connection with the case sale of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Holder's Registrable Securities in such offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Itron Inc /Wa/)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Tornier B.V.)

Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 (whether or not such registration, qualification or compliance is effectuated) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be registered) pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurredbe registered).

Appears in 1 contract

Samples: Registration Rights Agreement (Eagle Family Foods Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 2.4, 2.5 and 2.6 shall be borne by the Company; and, and unless otherwise stated, all Selling Expenses relating to securities registered by the Holders, shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered registered; provided, that unless otherwise agreed, any Holder that retains its own counsel (or, in addition to the case of single special counsel for all Holders) shall be solely responsible for the fees and disbursements expenses of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such counsel.

Appears in 1 contract

Samples: Investors Rights Agreement (ArcSoft, Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 2.1 shall be borne by the Company. Unless otherwise stated, and all Selling Expenses relating to securities registered on behalf of the Shareholders shall be borne by the Holders of the securities so registered Shareholders pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Neon Systems Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registration pursuant to Section 2 shall be borne by the Holders of the securities so registered Registrable Securities included in such registration pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Egghead Inc /Wa/)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationthe registration, qualification or compliance pursuant to this Section 2 2.1 or any registration under Section 2.2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Imageware Systems Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification qualification, or compliance pursuant to this Section 2 of this Agreement shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares Shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gentner Communications Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification registration or compliance offering pursuant to this Section 2 Sections 2.01 and 2.02 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of any Holder shall be borne borne, severally and not jointly, by the applicable Holder or Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, Registrable Securities included in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Lincoln Educational Services Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all Registrations pursuant to this Section 2 shall be borne by the Company, Shareholder and all Selling Expenses shall be borne by the Holders any other holder of the securities so registered Registrable Securities Registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors Shares Registered. All Registration Expenses incurred pursuant to any Holders that do not constitute Registration Expenses, Section 3 shall be borne by the Holders as incurred).Company and the Shareholder and any other holder of securities Registered pro rata on the basis of the number of Shares Registered. All Selling Expenses shall be borne by the Shareholder of the securities Registered and any other holder of

Appears in 1 contract

Samples: Registration Rights Agreement (Gargoyles Inc)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 4.1. 4.2 or 4.3 herein shall be borne by the Company, and all . All Selling Expenses applicable to Registrable Shares sold by Holders incurred in connection with any registrations hereunder shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Conversion Agreement (Geospatial Corp)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 2.2 and Section 2.3 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Documentum Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.1 shall be borne by the CompanyCompany whether or not any registration statement associated therewith becomes effective. Unless otherwise stated, and all Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Confidentiality and Non Competition Agreement (Wd 40 Co)

Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company; and, and unless otherwise stated, all Selling Expenses relating to securities registered by the Holders shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Rights Agreement (Intervideo Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance the registration pursuant to this Section 2 1.2 shall be borne by the Company, Company and all Selling Expenses relating to such registration shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (HealthSpring, Inc.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be paid by the Company. All Selling Expenses incurred in connection with any such registration, qualification or compliance shall be borne by the Company, and all Selling Expenses shall be borne by the Holders holders of the securities so registered registered, pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Lets Talk Cellular & Wireless Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section section 2 shall be borne by the Company, and all . All Selling Expenses in any such registration shall be borne by the Holders of the securities so registered Registrable Securities pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)be registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Welund Fund Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 1(a) and 1(b) shall be borne by the Company. All Registration Expenses incurred in connection with any registration pursuant to Section 1(c), and all Selling Expenses incurred in connection with any registration pursuant to Section 1, shall be borne by the Holders of the securities so registered registered, pro rata on the basis of the number of their shares so registered (or, in provided that each Holder shall bear the case full amount of the fees and disbursements of any counsel and advisors to any Holders that do not constitute Registration Expenses, retained by the Holders as incurredit).

Appears in 1 contract

Samples: Registration and Informational Rights Agreement (Universal Access Inc)

Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Investor Rights Agreement (Biocept Inc)

Expenses of Registration. All Registration Expenses ------------------------ incurred in connection with any Registration, qualification or compliance the two registrations permitted pursuant to this Section 2 10.1 shall be borne by the Company. Unless otherwise stated, and all Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Subscription Agreement (Sigma Designs Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 1.2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered pro rata Shares on the basis of the number of their shares so Shares registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.

Appears in 1 contract

Samples: Stock Purchase Agreement (Incontrol Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (orregistered, except as otherwise provided with respect to a Withdrawn Request or a Withdrawn Registration Statement in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders Section 2(a) or 2(c) or as incurred)otherwise expressly provided herein.

Appears in 1 contract

Samples: Registration Rights Agreement (Visible Genetics Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.1 and 2.2, shall be borne by the Company. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all Selling other Registration Expenses shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Extended Systems Inc)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 2.2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Registration Rights Agreement (Documentum Inc)

Expenses of Registration. All Registration Expenses expenses (other than Selling Expenses) incurred in connection with any Registrationregistrations, filings, or qualifications pursuant to Section 2, including all registration, filing and qualification or compliance fees, printers' and accounting fees and fees and disbursements of counsel for the Company, shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities of a Holder registered pursuant to this Section 2 shall be borne and paid by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (CalAmp Corp.)

Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance Registration pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered selling shareholders pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: One Voice Technologies Inc

Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 or any registration under Section 2.2 or Section 2.3 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.

Appears in 1 contract

Samples: Investor Rights Agreement (Earthshell Corp)

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