Common use of Payment of Registration Expenses Clause in Contracts

Payment of Registration Expenses. The costs and expenses of all registrations under the Securities Act, all registrations and qualifications under any applicable state securities or “blue sky” law, and of all other actions which the Company is required to take or effect pursuant to this Article 2, shall be paid by the Company or holders of other securities of the Company other than Registrable Securities, if any (including, without limitation, all registration and filing fees, printing expenses, auditing costs and expenses, and the fees and disbursements of counsel for the Company and one special counsel for the Holders selected by the holders of a majority of the Registrable Securities to be registered (the “Special Counsel”) and the Holders shall pay only the underwriting discounts and commissions, transfer taxes and fees and disbursements of any representative of any Holder, other than the Special Counsel, if any, relating to the Registrable Securities sold by them. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Sections 2.1 and 2.3 hereof if the registration request is subsequently withdrawn at the request of the holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 hereof are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so registered), unless the holders of a majority of the Registrable Securities agree to forfeit their rights to one (1) demand registration pursuant to Section 2.1.

Payment of Registration Expenses. The costs and expenses of all -------------------------------- registrations and qualifications under the Securities Act, all registrations and qualifications under any applicable state securities or “blue sky” law, and of all other actions which the Company is required to take or effect pursuant to this Article 2Section 6, 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, auditing costs and expenses, and the reasonable fees and disbursements of counsel for the Company and and, in connection with registrations under Section 6.1, one special counsel for the Holders selected by the holders of a majority of the Registrable Securities to be registered (the “Special Counsel”Holders) and the Holders shall pay only the underwriting discounts and commissions, commissions and transfer taxes and fees and disbursements of any representative of any Holder, other than the Special Counseltaxes, if any, relating to the Registrable Securities sold by them. Notwithstanding the foregoing, ; provided that the Company shall pay -------- without reimbursement such costs and expenses of no more than four registrations which become effective under the Securities Act as a result of requests for registration pursuant to Section 6.4, and provided, further, that the Company -------- ------- shall not be required obligated to pay for any costs or expenses of any incurred in connection with a registration proceeding begun pursuant to Sections 2.1 and 2.3 hereof a Request for Registration under Section 6.1 if the registration request such Request for Registration is subsequently withdrawn at the request of the holders Holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 hereof are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so registered), costs and expenses) unless the holders Holders of a majority of the Registrable Securities agree to forfeit their rights right to one (1) demand registration under Section 6.1, and provided, further, that -------- ------- in the event more than four registrations of Registrable Securities become effective under the Securities Act as a result of requests for registration pursuant to Section 2.16.4, the Holders and holders of other securities, if any, included in such registrations shall reimburse the Company pro rata for all registration and filing fees, reasonable printing expenses, reasonable auditing costs and expenses (excluding costs and expenses of the Company's annual audit) and the reasonable fees and expenses of counsel for the Company and such reimbursement shall be made to the Company within five business days after the effective date of such a registration statement.

Payment of Registration Expenses. The costs and expenses of all registrations under the Securities Act, all registrations and qualifications under any applicable state securities or “"blue sky” " law, and of all other actions which the Company is required to take or effect pursuant to this Article 2, shall be paid by the Company or holders of other securities of the Company other than Registrable Securities, if any (including, without limitation, all registration and filing fees, printing expenses, auditing costs and expenses, and the fees and disbursements of counsel for the Company and one special counsel for the Holders selected by the holders of a majority of the Series D Registrable Securities to be registered then outstanding (the “"Special Counsel”")) and the Holders shall pay only the underwriting discounts and commissions, transfer taxes and fees and disbursements of any representative of any Holder, other than the Special Counsel, if any, relating to the Registrable Securities sold by them. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Sections 2.1 and 2.3 hereof if the registration request is subsequently withdrawn at the request of the holders of a majority of the Registrable Securities to be registered or because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1 and 2.3 hereof are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each other based on the number of Registrable Securities requested to be so registered), unless the holders of a majority of the Registrable Securities agree to forfeit their rights to one (1) demand registration pursuant to Section 2.1.