Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 2573 contracts
Samples: Registration Rights Agreement (Mountain Lake Acquisition Corp.), Registration Rights Agreement (Plum Acquisition Corp, IV), Registration Rights Agreement (Jackson Acquisition Co II)
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 100 contracts
Samples: Registration Rights Agreement (K&f Growth Acquisition Corp. Ii), Registration Rights Agreement (Newbury Street II Acquisition Corp), Registration Rights Agreement (K&f Growth Acquisition Corp. Ii)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 54 contracts
Samples: Registration Rights Agreement (Tempo Automation Holdings, Inc.), Registration Rights Agreement (ACE Convergence Acquisition LLC), Registration Rights Agreement (ACE SO5 Holdings LTD)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 44 contracts
Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 41 contracts
Samples: Business Combination Agreement (Inflection Point Acquisition Corp. II), Securities Purchase Agreement (Inflection Point Acquisition Corp. II), Registration Rights Agreement (Heramba Electric PLC)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” and all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 29 contracts
Samples: Registration Rights Agreement (Western Acquisition Ventures Corp.), Registration Rights Agreement (Western Acquisition Ventures Corp.), Registration Rights Agreement (Western Acquisition Ventures Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter Underwriters’ marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 26 contracts
Samples: Registration Rights Agreement (Target Global Acquisition I Corp.), Registration Rights Agreement (Voyager Acquisition Corp./Cayman Islands), Registration and Shareholder Rights Agreement (EQV Ventures Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 24 contracts
Samples: Registration Rights Agreement (Niocorp Developments LTD), Registration Rights Agreement (IX Acquisition Corp.), Registration Rights Agreement (Aerkomm Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” ”, all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 22 contracts
Samples: Registration Rights Agreement (Dynamix Corp), Registration Rights Agreement (Dynamix Corp), Registration Rights Agreement (GigCapital5, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions Underwriters’commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 21 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Registration Rights Agreement (COMMITTED CAPITAL ACQUISITION Corp II)
Registration Expenses. The Up to $100,000 of the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 21 contracts
Samples: Registration Rights Agreement (Cohen Circle Acquisition Corp. I), Registration Rights Agreement (GoGreen Investments Corp), Registration Rights Agreement (Newcourt Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 21 contracts
Samples: Registration and Shareholder Rights Agreement (Andretti Acquisition Corp.), Registration and Shareholder Rights Agreement (Andretti Acquisition Corp.), Registration and Shareholder Rights Agreement (Igniting Consumer Growth Acquisition Co LTD)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Investors that the Holders Investors shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersInvestors.
Appears in 21 contracts
Samples: Registration Rights Agreement (PowerUp Acquisition Corp.), Registration Rights Agreement (PowerUp Acquisition Corp.), Registration Rights Agreement (Innovative International Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 20 contracts
Samples: Registration Rights and Lock Up Agreement (Israel Acquisitions Corp), Registration Rights Agreement (Abacus Life, Inc.), Registration Rights Agreement (CIIG Capital Partners II, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter Underwriters marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 14 contracts
Samples: Registration and Stockholder Rights Agreement (PROOF Acquisition Sponsor I, LLC), Registration and Stockholder Rights Agreement (Volato Group, Inc.), Registration and Stockholder Rights Agreement (PROOF Acquisition Corp I)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders and the Company that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 13 contracts
Samples: Registration Rights Agreement (Eos Energy Enterprises, Inc.), Registration Rights Agreement (Eos Energy Enterprises, Inc.), Agreement and Plan of Merger (B. Riley Principal Merger Corp. II)
Registration Expenses. The Including as set forth in Section 2.1.5, all Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 13 contracts
Samples: Registration Rights Agreement (Nuburu, Inc.), Registration Rights Agreement (Seldin David), Registration Rights and Lock Up Agreement (Nuburu, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 11 contracts
Samples: Registration Rights Agreement (Welsbach Technology Metals Acquisition Corp.), Registration Rights Agreement (Hillman Solutions Corp.), Registration and Stockholder Rights Agreement (KKR Acquisition Holdings I Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 11 contracts
Samples: Registration Rights Agreement (KnightSwan Acquisition Corp), Registration Rights Agreement (C5 Acquisition Corp), Registration Rights Agreement (C5 Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ ' commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “"Registration Expenses,” " all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 11 contracts
Samples: Registration and Stockholder Rights Agreement (Arbor Rapha Capital Bioholdings Corp. I), Registration and Stockholder Rights Agreement (Arbor Rapha Capital Bioholdings Corp. I), Registration and Shareholder Rights Agreement (Parabellum Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as UnderwritersUnderwriter(s)’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 11 contracts
Samples: Registration Rights Agreement (Clean Earth Acquisitions Sponsor LLC), Registration Rights Agreement (Israel Acquisitions Corp), Registration Rights Agreement (Israel Acquisitions Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ Underwriter’s commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 11 contracts
Samples: Registration and Shareholder Rights Agreement (World Quantum Growth Acquisition Corp.), Registration and Shareholder Rights Agreement (World Quantum Growth Acquisition Corp.), Registration and Shareholder Rights Agreement (Summit Healthcare Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” and all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 10 contracts
Samples: Registration Rights Agreement (Fintech Acquisition Corp. III), Registration Rights Agreement (Fintech Acquisition Corp. II), Registration Rights Agreement (Fintech Acquisition Corp. II)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, fees and Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 10 contracts
Samples: Registration Rights Agreement (Lotus Technology Inc.), Registration Rights Agreement (L Catterton Asia Acquisition Corp), Registration Rights Agreement (Lotus Technology Inc.)
Registration Expenses. The All Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 9 contracts
Samples: Registration Rights Agreement (Li-Cycle Holdings Corp.), Registration Rights Agreement (LeddarTech Holdings Inc.), Registration Rights Agreement (Forbion Growth Sponsor FEAC I B.V.)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holdersany Holder.
Appears in 9 contracts
Samples: Registration Rights Agreement (Banzai International, Inc.), Forbearance Agreement (7GC & Co. Holdings Inc.), Agreement and Plan of Merger and Reorganization (7GC & Co. Holdings Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders Each Holder participating in a Registration shall bear all incremental selling expenses relating to such Holder’s proportionate share (based on the sale total number of Registrable Securities, Shares sold in such as Underwriters’ registration) of all discounts and commissions payable to underwriters or brokers and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth all transfer taxes and transfer fees in the definition connection with a registration of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersRegistrable Shares pursuant to this Agreement.
Appears in 9 contracts
Samples: Registration Rights Agreement (OmniLit Acquisition Corp.), Registration Rights Agreement (OmniLit Acquisition Corp.), Registration Rights Agreement (Minority Equality Opportunities Acquisition Inc.)
Registration Expenses. The All Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.
Appears in 8 contracts
Samples: Registration Rights Agreement (SK Growth Opportunities Corp), Registration Rights Agreement (Provident Acquisition Corp.), Registration Rights Agreement (Magnum Opus Acquisition LTD)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs costs, transfer taxes and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 8 contracts
Samples: Registration Rights Agreement (Arogo Capital Acquisition Corp.), Investor Rights Agreement (Greenfire Resources Ltd.), Business Combination Agreement (M3-Brigade Acquisition III Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Stockholders that the Holders Stockholders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersStockholders.
Appears in 8 contracts
Samples: Registration Rights Agreement (Better Home & Finance Holding Co), Registration Rights Agreement (Aurora Acquisition Corp.), Investor Rights Agreement (Tailwind Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discountsdiscounts on such securities, brokerage fees, Underwriter marketing costs fees on such securities and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 8 contracts
Samples: Registration Rights Agreement (Cayson Acquisition Corp), Registration Rights Agreement (Calisa Acquisition Corp), Registration Rights Agreement (Cayson Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall will bear all incremental selling expenses relating to the sale of the Registrable Securities, such as Underwritersunderwriters’ commissions and discounts, brokerage fees, Underwriter underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 8 contracts
Samples: Registration Rights Agreement (Construction Partners, Inc.), Registration Rights Agreement (Talbots Inc), Registration Rights Agreement (BPW Acquisition Corp.)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders each Holder shall bear bear, with respect to such Holder’s Registrable Securities being sold, all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 7 contracts
Samples: Registration Rights Agreement (Dih Holding Us, Inc.), Business Combination Agreement (Aurora Technology Acquisition Corp.), Registration Rights Agreement (Aurora Technology Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses Underwriters’ commissions and discounts relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 7 contracts
Samples: Registration Rights Agreement (Pershing Square USA, Ltd.), Registration Rights Agreement (Pershing Square SPARC Holdings, Ltd./De), Registration Rights Agreement (Pershing Square SPARC Holdings, Ltd./De)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 7 contracts
Samples: Registration Rights Agreement (Concord Acquisition Corp II), Registration Rights Agreement (Bolt Projects Holdings, Inc.), Registration Rights Agreement (Infrared Cameras Holdings, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Holder that the Holders Holder shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolder.
Appears in 7 contracts
Samples: Registration Rights Agreement (NKGen Biotech, Inc.), Registration Rights Agreement (AtlasClear Holdings, Inc.), Registration Rights Agreement (Sable Offshore Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the CompanyCorporation. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 7 contracts
Samples: Registration Rights Agreement (Altus Midstream Co), Registration Rights Agreement (Boxwood Merger Corp.), Registration Rights Agreement (Boxwood Merger Corp.)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 7 contracts
Samples: Shareholder and Registration Rights Agreement (Petrello Anthony G), Shareholder and Registration Rights Agreement (Nabors Lux 2 S.a.r.l.), Shareholder and Registration Rights Agreement (Vast Renewables LTD)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolders except as otherwise provided herein.
Appears in 7 contracts
Samples: Registration Rights Agreement (EQRx, Inc.), Registration Rights Agreement (SomaLogic, Inc.), Registration Rights Agreement (CM Life Sciences III Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It Notwithstanding the foregoing, it is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 6 contracts
Samples: Private Placement Warrants Purchase Agreement (LDH Growth Corp I), Registration and Shareholder Rights Agreement (LDH Growth Corp I), Registration Rights Agreement (Category Leader Partner Corp 1)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Holder that the Holders shall Holder will bear all incremental selling expenses relating to the sale of the Registrable Securities, such as Underwriters’ underwriters' commissions and discounts, brokerage fees, Underwriter underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” and all reasonable fees and expenses of any legal counsel representing the HoldersHolder.
Appears in 6 contracts
Samples: Registration Rights Agreement (Decorize Inc), Warrant Agreement (Decorize Inc), Warrant Agreement (Decorize Inc)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs transfer taxes and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 6 contracts
Samples: Registration Rights Agreement (HCM Investor Holdings, LLC), Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any one legal counsel representing the HoldersHolders not to exceed $50,000 per Registration.
Appears in 6 contracts
Samples: Registration Rights Agreement (ESS Tech, Inc.), Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Walker Jeffrey Clinton)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs costs, stock transfer taxes and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 6 contracts
Samples: Registration Rights Agreement (Holdco Nuvo Group D.G Ltd.), Registration Rights Agreement (LAMF Global Ventures Corp. I), Registration Rights Agreement (Holdco Nuvo Group D.G Ltd.)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders each Holder shall bear bear, with respect to such Holder’s Registrable Securities being sold, all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable and documented fees and expenses of any legal counsel representing the such Holders.
Appears in 5 contracts
Samples: Registration Rights Agreement (Complete Solaria, Inc.), Business Combination Agreement (Freedom Acquisition I Corp.), Registration Rights Agreement (FoxWayne Enterprises Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses Underwriters’ commissions and discounts relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders or the Selling Holders.
Appears in 5 contracts
Samples: Investor Rights Agreement (Lamar Partnering Corp), Investor Rights Agreement (Post Holdings Partnering Corp), Investor Rights Agreement (Post Holdings Partnering Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall will bear all incremental selling expenses relating to the sale of the Registrable Securities, such as Underwriters’ underwriters' commissions and discounts, brokerage fees, Underwriter underwriter marketing costs and, other than as set forth in the definition of “"Registration Expenses,” " all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 5 contracts
Samples: Registration Rights Agreement (Capstar Acquisition Corp.), Registration Rights Agreement (Hicks Acquisition CO I Inc.), Registration Rights Agreement (Hicks Acquisition CO I Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolders (as well as of any attorney, consultants or consultant retained by the Holders under Section 3.1.10).
Appears in 5 contracts
Samples: Registration Rights Agreement (Virgin Orbit Holdings, Inc.), Registration Rights Agreement (Xos, Inc.), Registration Rights Agreement (NextGen Acquisition Corp. II)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable and fees and expenses of any legal counsel representing the HoldersHolders in excess or in addition to the legal fees and expenses included as Registration Expenses.
Appears in 5 contracts
Samples: Registration Rights Agreement (FTAC Athena Acquisition Corp.), Business Combination Agreement (FTAC Athena Acquisition Corp.), Registration Rights Agreement (Metromile, Inc.)
Registration Expenses. The Except as otherwise set forth herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 5 contracts
Samples: Registration Rights and Lock Up Agreement (P3 Health Partners Inc.), Registration Rights and Lock Up Agreement (Airspan Networks Holdings Inc.), Merger Agreement (Foresight Acquisition Corp.)
Registration Expenses. The Except as provided in Section 2.3.1 with respect to an S-3 Conversion, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 5 contracts
Samples: Registration Rights Agreement (Archer Aviation Inc.), Registration Rights Agreement (AppHarvest, Inc.), Registration Rights Agreement (Novus Capital Corp)
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.
Appears in 4 contracts
Samples: Merger Agreement (Nxu, Inc.), Registration Rights Agreement (Future Health ESG Corp.), Registration Rights Agreement (CHW Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders. Notwithstanding the foregoing, PrinceRidge (or any other FINRA member) will have the right to only one Demand Registration at the Company’s expense.
Appears in 4 contracts
Samples: Registration Rights Agreement (BGS Acquisition Corp.), Registration Rights Agreement (BGS Acquisition Corp.), Registration Rights Agreement (BGS Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing such Holders, in each case pro rata based on the Holdersnumber of Registrable Securities that such Holders have sold in such Registration.
Appears in 4 contracts
Samples: Registration Rights Agreement (Tevogen Bio Holdings Inc.), Registration Rights Agreement (Semper Paratus Acquisition Corp), Registration Rights Agreement (Semper Paratus Acquisition Corp)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders each Holder shall bear bear, with respect to such Holder’s Registrable Securities being sold, all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the such Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (AdTheorent Holding Company, Inc.), Business Combination Agreement (McAp Acquisition Corp), Registration Rights Agreement (Romeo Power, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders each Holder shall bear all incremental selling expenses relating any Underwriters’ commissions and any related transfer taxes attributable to the sale of such Holder’s Registrable Securities, such as Underwriters’ commissions Securities in connection with any Underwritten Takedown and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in that the definition of “Registration Expenses,” all reasonable selling Holders shall bear the fees and expenses disbursements of any legal counsel representing to the selling Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (VinFast Auto Ltd.), Registration Rights Agreement (Black Spade Acquisition Co), Registration Rights Agreement (VinFast Auto Pte. Ltd.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the CompanyParentco. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 4 contracts
Samples: Registration Rights and Lock Up Agreement (Grep Gp Iii, LLC), Registration Rights and Lock Up Agreement (Grep Gp Ii, LLC), Registration Rights and Lock Up Agreement (Granite Ridge Resources, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable and documented fees and expenses of any legal counsel representing the HoldersHolders (as well as of any attorney, consultants or consultant retained by the Holders under Section 3.1.9 or otherwise).
Appears in 4 contracts
Samples: Investor Rights Agreement (HPX Corp.), Registration Rights Agreement (Pagaya Technologies Ltd.), Merger Agreement (EJF Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ the Underwriter’s commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 4 contracts
Samples: Private Placement Warrants Purchase Agreement (AP Acquisition Corp), Registration and Shareholder Rights Agreement (AP Acquisition Corp), Registration and Shareholder Rights Agreement (AP Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs stock transfer taxes and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (Coincheck Group N.V.), Registration Rights Agreement (Thunder Bridge Capital Partners IV, Inc.), Registration Rights Agreement (Tradestation Group Inc)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs (except in connection with a Piggyback Registration) and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (Mondee Holdings, Inc.), Registration Rights Agreement (Mondee Holdings, Inc.), Registration Rights Agreement (Mondee Holdings, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the CompanyParent. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (SMX (Security Matters) Public LTD Co), Registration Rights Agreement (Sternberg Ophir), Registration Rights Agreement (IG Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ Underwriter commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (Metals Acquisition LTD), Registration Rights Agreement (Resources Acquisition Corp.), Registration Rights Agreement (Metals Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations and Underwritten Offerings shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 4 contracts
Samples: Registration Rights Agreement (AgileThought, Inc.), Registration Rights Agreement (AgileThought, Inc.), Registration Rights Agreement (AgileThought, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that subject to this Section 3.2, the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, fees and Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holderscosts.
Appears in 4 contracts
Samples: Registration Rights Agreement (Vertex Energy Inc.), Registration Rights Agreement (Vertex Energy Inc.), Registration Rights Agreement (Vertex Energy Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Eligible Holders that the Eligible Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Eligible Holders.
Appears in 4 contracts
Samples: Registration Rights and Lock Up Agreement (Comera Life Sciences Holdings, Inc.), Registration Rights and Lock Up Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (DHC Acquisition Corp.), Registration Rights Agreement (Wm Technology, Inc.), Registration Rights Agreement (Silver Spike Acquisition Corp.)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders each Holder shall bear bear, with respect to such Holder’s Registrable Securities being sold, all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Amplitude Healthcare Acquisition Corp), Business Combination Agreement (Amplitude Healthcare Acquisition Corp), Registration Rights Agreement (Amplitude Healthcare Acquisition Corp)
Registration Expenses. The Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” , all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (MariaDB PLC), Registration Rights Agreement (Angel Pond Holdings Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders each Holder shall bear bear, severally and not jointly, all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (FG Merger Corp.), Registration Rights Agreement (FG Merger Corp.), Registration Rights Agreement (Aldel Financial Inc.)
Registration Expenses. The Subject to Section 2.1.6, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Strathspey Crown Holdings Group, LLC), Registration Rights Agreement (AEON Biopharma, Inc.), Business Combination Agreement (Priveterra Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Investor that the Holders Investor selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, fees and Underwriter marketing costs andcosts, other than as set forth in each case pro rata based on the definition number of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing Registrable Securities that the HoldersInvestor has sold in such Registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolders (subject to the limitations set forth in the definition of “Registration Expenses.)”
Appears in 3 contracts
Samples: Registration Rights Agreement (Memic Innovative Surgery Ltd.), Registration Rights Agreement (MedTech Acquisition Corp), Business Combination Agreement (MedTech Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs andand fees, other than as set forth in the definition of “Registration Expenses,” all reasonable fees applicable transfer taxes and expenses of any legal counsel representing the HoldersHolders in excess or in addition to the legal fees and expenses included as Registration Expenses.
Appears in 3 contracts
Samples: Registration Rights Agreement (Healthcare Royalty, Inc.), Registration Rights Agreement (Perella Weinberg Partners), Business Combination Agreement (FinTech Acquisition Corp. IV)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,;” all reasonable legal fees and expenses of any legal counsel representing the Holders, which legal fees shall not exceed the sum of $75,000, shall be borne by the Company.
Appears in 3 contracts
Samples: Registration Rights Agreement (MicroCloud Hologram Inc.), Registration Rights Agreement (Golden Path Acquisition Corp), Registration Rights Agreement (Venus Acquisition Corp)
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” fees and all reasonable fees and expenses of any legal counsel representing the Holders, other than as set forth in the definition of Registration Expenses.
Appears in 3 contracts
Samples: Investor Rights Agreement (Sunlight Financial Holdings Inc.), Investor Rights Agreement (Spartan Acquisition Corp. II), Business Combination Agreement (Spartan Acquisition Corp. II)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (NUSCALE POWER Corp), Merger Agreement (Spring Valley Acquisition Corp.), Merger Agreement (Spring Valley Acquisition Corp.)
Registration Expenses. The Except as set forth in Section 2.1.5, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (AerSale Corp), Registration Rights Agreement (Monocle Holdings Inc.), Registration Rights Agreement (Monocle Holdings Inc.)
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (NAAC Holdco, Inc.), Registration Rights Agreement (Bird Global, Inc.), Business Combination Agreement (Switchback II Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ ' commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “"Registration Expenses,” ", all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Schmid Anette), Registration Rights Agreement (Pegasus Digital Mobility Acquisition Corp.), Registration Rights Agreement (Pegasus Digital Mobility Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriter or Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration and Stockholder Rights Agreement (Home Plate Acquisition Corp), Registration and Stockholder Rights Agreement (Home Plate Acquisition Corp), Registration and Stockholder Rights Agreement (Home Plate Acquisition Corp)
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses Selling Expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Zeo Energy Corp.), Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolders jointly as a single class.
Appears in 3 contracts
Samples: Business Combination Agreement (Alpha Capital Holdco Co), Business Combination Agreement (Alpha Capital Acquisition Co), Registration Rights Agreement (Alpha Capital Acquisition Co)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ ' commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” and all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Papaya Growth Opportunity Corp. I), Registration Rights Agreement (Papaya Growth Opportunity Corp. I), Registration Rights Agreement (Papaya Growth Opportunity Corp. I)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case, as mutually agreed amongst such Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Bitcoin Depot Inc.), Registration Rights Agreement (GSR II Meteora Acquisition Corp.), Registration Rights Agreement (GSR II Meteora Acquisition Corp.)
Registration Expenses. The Except as set forth in Section 2.1.6, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Zura Bio LTD), Equity Grant Agreement (JATT Acquisition Corp), Registration Rights Agreement (JATT Acquisition Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolders (as well as any attorney, consultants or consultant retained by the Holders under Section 3.1.10).
Appears in 3 contracts
Samples: Registration Rights Agreement (Dynamo Internacional Gestao De Recursos Ltda.), Registration Rights Agreement (Waldencast PLC), Registration Rights Agreement (Waldencast Acquisition Corp.)
Registration Expenses. The All Registration Expenses of all Registrations shall be borne by the Company, including as set forth in Section 2.1.5. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to pay the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” discounts and all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Team Inc), Registration Rights Agreement (Team Inc), Registration Rights and Lock Up Agreement (Team Inc)
Registration Expenses. The All Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Holder that the Holders Holder shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Li-Cycle Holdings Corp.), Registration Rights Agreement (Li-Cycle Holdings Corp.), Note Purchase Agreement (Li-Cycle Holdings Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Stockholders that the Holders Stockholders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersStockholders.
Appears in 3 contracts
Samples: Registration Rights Agreement (Stammtisch Investments LLC), Registration Rights Agreement (Khan Nazar M.), Registration Rights Agreement (Ikonics Corp)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders each Holder shall bear bear, with respect to such Holder’s Registrable Securities being sold, all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the such Holders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cartica Acquisition Corp), Registration Rights Agreement (Binah Capital Group, Inc.), Registration Rights Agreement (Binah Capital Group, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable out-of-pocket fees and expenses of any legal counsel representing the Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (AgroFresh Solutions, Inc.), Stock Purchase Agreement (Boulevard Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs andcosts, including all fees and expenses of any legal counsel representing the Holders, and other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.”
Appears in 2 contracts
Samples: Registration Rights Agreement (ENDI Corp.), Registration Rights Agreement (Enterprise Diversified, Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions any commissions, discounts and discounts, brokerage fees, Underwriter marketing costs andfees or spread, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.”
Appears in 2 contracts
Samples: Registration Rights Agreement (Galaxy Digital Holdings Ltd.), Registration Rights Agreement (Galaxy Digital Inc.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Investors that the Holders Investors shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersInvestors.
Appears in 2 contracts
Samples: Registration Rights Agreement (Fathom Digital Manufacturing), Business Combination Agreement (Altimar Acquisition Corp. II)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs costs, and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holdersany Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (WeWork Inc.), Registration Rights Agreement (BowX Acquisition Corp.)
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, applicable taxes, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement (New Era Helium Inc.), Registration Rights Agreement (Roth CH Acquisition v Co.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ ' commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “"Registration Expenses,” " all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 2 contracts
Samples: Business Combination Agreement (Therapeutics Acquisition Corp.), Registration Rights Agreement (Medicus Sciences Acquisition Corp.)
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders Holder that the Holders Holder shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the HoldersHolder.
Appears in 2 contracts
Samples: Registration Rights Agreement (LifeMD, Inc.), Stock Purchase Agreement (LifeMD, Inc.)
Registration Expenses. The All Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to pay the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs discounts and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (REZOLVE GROUP LTD), Registration Rights Agreement (Cazoo Group LTD)
