Common use of Payment of Registration Expenses Clause in Contracts

Payment of Registration Expenses. The costs and expenses of all registrations and qualifications under the Securities Act, and of all other actions which the Company is required to take or effect pursuant to this Section 11, shall be paid by the Company or holders of Third Party Registrable Securities or other securities of the Company other than Registrable Securities, if any (including, without limitation, all registration and filing fees, printing expenses, expenses incident to filings with the National Association of Securities Dealers, Inc., auditing costs and expenses, and the reasonable fees and disbursements of counsel for the Company and one special counsel for the holders of Registrable Securities) and the holders of Registrable Securities shall pay only the underwriting discounts and commissions and transfer taxes, if any, relating to the Registrable Securities sold by them; provided that the Company shall pay without reimbursement such costs and expenses of (i) no more than two registrations which become effective under the Securities Act as a result of Requests for Registration pursuant to Section 11.1 and (ii) no more than three registrations which become effective under the Securities Act as a result of registrations on Form S-3 pursuant to the request of the holders of Series E Registrable Securities under Section 11.4, and provided, further, that in the event more