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Common use of Registration Expenses Clause in Contracts

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

Appears in 8 contracts

Samples: Registration Rights Agreement (NRX Pharmaceuticals, Inc.), Registration Rights Agreement (Big Rock Partners Acquisition Corp.), Registration Rights Agreement (Sun Country Airlines Holdings, Inc.)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of the FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Notes to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of the Company’s counsel for and, subject to Section 8(b) hereof, the Company Holders of Entitled Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all the Company’s independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by it. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Entitled Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of who shall be such counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Entitled Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 8 contracts

Samples: Registration Rights Agreement (Mercer International Inc.), Registration Rights Agreement (Mercer International Inc.), Registration Rights Agreement (Mercer International Inc.)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of legal counsel for the selling Holders, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 8 contracts

Samples: Registration Rights Agreement (SRIVARU Holding LTD), Registration Rights Agreement (Mobiv Acquisition Corp), Registration Rights Agreement (Olaplex Holdings, Inc.)

Registration Expenses. All (a) Whether or not any Registration Statement is filed or becomes effective, the Company shall pay all costs, fees and expenses arising from or incident to the Company’s performance of or compliance with this Agreement, including the sale of the Registrable Securities, including, without limitation limitation, (i) all registration and filing feesSEC, and any other fees and expenses associated with filings required to be made with any stock exchangeexchanges, the Commission and FINRA (including, if applicablewithout limitation, the fees fees, charges and expenses disbursements of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRAin connection with FINRA registration), and other registration and filing fees (ii) all fees and expenses of compliance incurred in connection with state complying with any securities or blue sky laws (including fees “Blue Sky” laws, including, without limitation, fees, charges and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders), all (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of counsel for the Company and any other legal fees, charges or expenses (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries any other accounting fees, charges or expenses (including the expenses of any special audit and “cold comfort” letters required by in connection with this Agreement or as an incident to registration) and all other persons retained by the Company in connection with such performance))Registration Statement, (ivvii) all reasonable fees, charges and disbursements of Counsel to the Holders in connection with the Shelf Registration Statement called for by Section 3(a) and in connection with any Piggyback Takedown or any Holder Underwritten Offering, (viii) with respect to Registrable Securities that are listed on a national securities exchange, the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicableSecurities, and (ix) for any Demand Holderall other costs, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by incident to the Company’s performance or compliance with this Agreement. Notwithstanding the foregoing, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder Holder, other than one counsel for all such Holders, will be borne payable by such HolderHolder and the Company will have no obligation to pay any such amounts. The Holders shall be responsible for any commissions and transfer taxes relating to the sale of any Registrable Securities pursuant to this Agreement.

Appears in 7 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (Lyon William H), Registration Rights Agreement (Lyon William H)

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the CompanyCompany in connection with such Registration Statement, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any all reasonable fees and disbursements of underwriters (other reasonable expenses than Selling Expenses) customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by incident to the Company’s performance or compliance with this Agreement (all such expenses, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to Expenses”). The Selling Holders shall be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any other counselevent, accountants pay its internal expenses (including, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance. The Company shall have no obligation to pay any Selling Expenses or fees and expenses associated with Holders’ Counsel.

Appears in 6 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement (BrightSphere Investment Group Inc.), Registration Rights Agreement (BrightSphere Investment Group Inc.)

Registration Expenses. (a) All expenses incident to the Company’s performance of or and compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation limitation; (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), expenses; (ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Securities to be issued in a form eligible for deposit with The Depository Trust Company the Registered Exchange Offer and the Private Exchange and printing of printing prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the listing Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Shares on any securities exchange and all rating agency feesRegistered Exchange Offer and/or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securitieswho shall be Cravath, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel Swaine & Xxxxx LLP unless another firm shall be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 5 contracts

Samples: Registration Rights Agreement (Chesapeake Energy Louisiana Corp), Registration Rights Agreement (Chesapeake Energy Corp), Registration Rights Agreement (Chesapeake Energy Corp)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementArticle II including, including without limitation (i) limitation, all registration and filing fees, and any other all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in Rule 5121 of FINRA regulations, and of its counsel counsel), as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Shares), (iii) all rating agency fees, printing and related messenger and delivery expenses (including expenses of printing certificates for Prospectuses if the Shares in printing of Prospectuses is requested by a form eligible for deposit with The Depository Trust Company Holder), “road show” expenses, messenger and delivery expenses, the Company’s internal expenses (including without limitation all salaries and expenses of printing prospectusesits officers and employees performing legal or accounting duties), all the fees and disbursements expenses incurred in connection with any listing of the Registrable Shares, fees and expenses of counsel for the Company and of all its independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and or “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection of independent public accountants who have audited any other financial statements (including with respect acquired businesses) included or incorporated by reference into the listing Prospectus (including the expenses of the Shares on any special audit or “cold comfort” letters required by or incident to such performance), securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including acts liability insurance (if the Company so desires or if elects to obtain such insurance), the underwriters so require fees and expenses of any special experts retained by the Company in connection with such registration, the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons persons retained by the Company, Company and the reasonable and documented fees and expenses of one legal counsel chosen by for all Holders participating in a registration pursuant to this Agreement (the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ixExpenses”) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will shall be borne by the Company, regardless of Company whether the or not any Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included sale is made in such registration are ultimately included in such registrationa Public Offering; provided, however, that (x) in no event shall Registration Expenses include any underwriting discounts, commissions or fees in connection with attributable to the sale of the Registrable Securities will Shares or any accountants or other persons (except as set forth above) retained or employed by the Holders, which expenses shall be borne by the relevant Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons who retained or employed by any Holder will be borne by such HolderPersons.

Appears in 5 contracts

Samples: Registration Rights Agreement (Dynasty Financial Partners Inc.), Registration Rights Agreement, Registration Rights Agreement (Focus Financial Partners Inc.)

Registration Expenses. (a) All expenses incident to the Company’s performance of of, or compliance with with, its obligations under this Agreement, Agreement including without limitation (ii)(A) all registration and filing fees, all fees and any other expenses of compliance with securities and “blue sky” laws, (B) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by such term is defined in NASD Rule 2720 or the rules and regulations of FINRAequivalent rule incorporated into the FINRA rulebook), (iiC) all fees and expenses of compliance with state securities or and “blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iiiD) all printing and related messenger and delivery expenses (including expenses of printing certificates certificates, if any, for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses, all fees prospectuses if the printing of prospectuses and disbursements Issuer Free Writing Prospectuses is requested by a holder of counsel for the Company Registrable Securities) and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance))copying expenses, (ivE) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-upon procedures” letter and opinions), (G) fees and expenses of one counsel to the Stockholders selling in such registration (which firm shall be selected by the Stockholders selling in such registration that hold a majority of the Registrable Securities included in such registration), (H) except as provided in clause (ii) below, the fees and expenses (including underwriting discounts and commissions and transfer taxes) of every nationally recognized investment bank engaged in connection with a Demand Registration or a Piggyback Registration that is not an Underwritten Offering, (collectively, the “Registration Expenses”) and (ii) any expenses described in clauses (i)(A) through (H) above incurred in connection with the marketing and sale of Registrable Securities (“Offering Expenses”) shall be borne by the Company, regardless of whether a registration is effected, marketing is commenced or sale is made. The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing of the Shares securities to be registered on any each securities exchange and all rating agency fees, (v) all reasonable and documented outincluded in each established over-ofthe-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid counter market on which similar securities issued by the issuer Company are then listed or sellers traded. (b) Each Selling Holder shall pay its portion of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding all underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of such Selling Holder’s Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of pursuant to any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderregistration.

Appears in 5 contracts

Samples: Stockholders Agreement (OneMain Holdings, Inc.), Stockholders Agreement (OneMain Holdings, Inc.), Shareholder Agreement (Springleaf Holdings, Inc.)

Registration Expenses. All Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company’s Company or any Investors in connection with the performance of or compliance with this AgreementAgreement and/or in connection with any Piggyback Registration, including whether or not the same shall become effective, shall be paid by the Company, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), ; (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with compliance with any securities or ‘blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), sky’ laws; (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectuses, prospectuses and Company Free Writing Prospectuses); (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), ; (ivv) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice; (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed); (vii) all applicable rating agency fees, fees with respect to the Registrable Securities; (vviii) all reasonable and documented out-of-pocket fees and disbursements of legal counsel for the Selling Investors’ Counsel, Company; (viix) all any fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require ; (x) all fees and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company in connection with any Registration; (xi) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties); and (xii) all expenses related to the Holders of ‘road-show’ for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a majority of Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses sold for such Demand HolderPerson’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) account and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect (if any) attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 5 contracts

Samples: Registration Rights Agreement (Neuraxis, INC), Registration Rights Agreement (Vocodia Holdings Corp), Registration Rights Agreement (Vocodia Holdings Corp)

Registration Expenses. All Except as expressly provided herein, all out-of-pocket expenses incident to incurred by the Company’s Company or any Sponsor Investor in connection with the performance of or compliance with this AgreementAgreement and/or in connection with any Demand Registration, including Piggyback Registration or Shelf Offering, whether or not the same shall become effective, shall be paid by the Company, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with compliance with any securities or “blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectusesprospectuses and Company Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed (or on which exchange the Registrable Securities are proposed to be listed in the case of the initial Public Offering), (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all fees and disbursements of legal counsel for the Company, (ix) all fees and disbursements of one legal counsel for selling Holders selected by the Sponsor Investors together with any necessary local counsel as may be required by the Sponsor Investors, (xi) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xii) all fees and expenses of any special experts or other Persons retained by the Company or the Sponsor Investors in connection with any Registration (xiii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiv) all expenses related to the Holders of “road-show” for any underwritten offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, and each Person that sells securities pursuant to a majority of Demand Registration, Shelf Offering or Piggyback Registration hereunder will bear and pay, all underwriting discounts and commissions applicable to the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses sold for such Demand HolderPerson’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) account and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect (if any) attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 5 contracts

Samples: Registration Rights Agreement (iCIMS Holding LLC), Registration Rights Agreement (Integral Ad Science Holding Corp.), Registration Rights Agreement (Integral Ad Science Holding LLC)

Registration Expenses. All (a) Subject to Section 3.08(b), all expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,and its counsel as may be required by the rules and regulations such term is defined in Rule 5121 of FINRA. (or any successor provision), and of its counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) any underwriting discounts, commissions, fees and related expenses of underwriters, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xiv) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities. All such expenses are referred to herein as “Registration Expenses.” (b) Subject to Section 3.08(c), including Upon a withdraw by a Demand Party of its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement pursuant to Section 3.01(b), such Demand Party shall reimburse the Company for all reasonable out-of-pocket Registration Expenses. (c) A Demand Party shall not be required to reimburse the Company for its expenses incurred in connection with an attempted Demand Registration pursuant to Section 3.08(b) (and documented legal fees and expenses the attempted Demand Registration shall not count as a Demand Registration for purposes of Section 3.11) if: (i) the Demand Party determines in its good faith judgment to withdraw its request for such Demand Holder’s legal counsel if registration due to a material adverse change in the Company (other than the legal counsel selected as a result of any action by the Holders in Demand Party); (viiiii) abovesuch registration is interfered with by any stop order, will be borne injunction or other order or requirement of the SEC or other governmental agency or court for any reason (other than as a result of any act by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completedDemand Party) and whether the Company fails to have such stop order, injunction or not all other order or requirement removed, withdrawn or resolved to the Demand Party’s reasonable satisfaction; (iii) the Demand Party requests that the Company withdraw the registration at any portion time during a period in which a Demand Suspension or Shelf Suspension is in effect or within ten days after the termination of a period in which a Demand Suspension or Shelf Suspension is in effect; or (iv) the Registrable Securities originally requested conditions to be included closing specified in the underwriting agreement entered into in connection with such registration are ultimately included in such registration; provided, however, that not satisfied (x) any underwriting discounts, commissions other than as a result of a default or fees in connection with the sale of the Registrable Securities will be borne breach thereunder by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderDemand Party).

Appears in 4 contracts

Samples: Stockholders’ Agreement (Keane Group, Inc.), Purchase Agreement (Keane Group, Inc.), Shareholder Agreements (Keane Group, Inc.)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) The Company shall pay all fees, costs and expenses arising from or incident to its performance of, or compliance with, this Agreement (including all expenses in connection with a Demand Registration, Short-Form Registration, Incidental Registration or Shelf Registration), including (i) SEC, stock exchange and FINRA registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance incurred in complying with state securities or blue sky sky” laws (including fees reasonable fees, charges and disbursements of counsel for the underwriters or Selling Investors to any underwriter incurred in connection with blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions Registrable Securities as the managing underwriters or the Demand Holders may designatebe set forth in any underwriting agreement), (iii) all printing and related printing, messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance))expenses, (iv) all fees the fees, charges and expenses of counsel to the Company, any necessary counsel retained by the Company with respect to state securities law matters and of its independent public accountants and any other accountant, and any other accounting fees, charges and expenses incurred in connection with by the listing of the Shares on Company (including any securities exchange and all rating agency feesexpenses arising from any “comfort” letters or any special audits incident to or required by any registration or qualification), (v) all the cost of any aircraft chartered in connection with any underwritten offering unless otherwise agreed with the Approved Underwriter or the Company Underwriter, as applicable and (vi) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration or piggy-back registration thereon, Incidental Registration or Shelf Registration pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective. All of the expenses described in the preceding sentence of this Section 7(d) are referred to herein as “Registration Expenses.” (ii) The Company shall reimburse or pay, as the case may be, the Holders of Registrable Securities included in such registration for the reasonable charges and documented expenses incurred by such Holders, including the reasonable legal fees and out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts one counsel and commissions one local counsel selected and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of holding a majority of the Registrable Securities included being registered in such Demand Registrationregistration (“Holders’ Counsel”) within a reasonable period of time not to exceed 45 days after the Company’s receipt of an invoice approved by such Holders. (iii) The Holders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any broker’s commission or underwriter’s discount or commission and transfer taxes and other fees relating to the registration and sale of such Holders’ Registrable Securities and, Piggyback Registration or Shelf Registration, as applicable, and subject to clause (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viiiii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) shall bear the fees and expenses of any other their own counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

Appears in 4 contracts

Samples: Registration Rights Agreement (ESH Hospitality, Inc.), Registration Rights Agreement (ESH Hospitality LLC), Registration Rights Agreement (Extended Stay America, Inc.)

Registration Expenses. All Whether or not any Registration Statement is submitted or filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons, including special experts, retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the underwriters (other than Selling Investors’ Counsel, (viExpenses) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and x) all fees and disbursements of counsel Holders’ Counsel (with respect to underwriters (other than such fees and disbursements incurred each Holders’ Counsel, in connection with any registration or qualification of Shares under the securities or blue sky laws of any state))an amount not to exceed $125,000) and, (viixi) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practiceall other costs, (viii) fees and expenses of other Persons retained by incident to the Company’s performance or compliance with this Agreement (all such expenses, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included “Registration Expenses”). Except as set forth in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that subclause (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will definition of Registration Expenses, the Selling Holders shall be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any other counselevent, accountants pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance. The Company shall have no obligation to pay any Selling Expenses.

Appears in 4 contracts

Samples: Investment Agreement (Jackson Financial Inc.), Registration Rights Agreement (Jackson Financial Inc.), Registration Rights Agreement (Jackson Financial Inc.)

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, all costs, fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement in connection with the preparation of such Registration Statement and the transactions contemplated thereby, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons, including special experts, retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viiSelling Expenses) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for incident to the Company’s performance or compliance with this Agreement (all such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viiicosts, fees and expenses, “Registration Expenses”) above, will shall be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Selling Holders whose Registrable Securities originally requested are registered thereby, in proportion to the number of Registrable Securities to be included in sold by them pursuant to such registration are ultimately included in such registration; providedRegistration Statement. Notwithstanding the foregoing, however, that (x) all expenses incident to any Piggyback Registration, including the Registration Expenses (but not including any underwriting discounts, discounts or commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will or fees and expenses of counsel representing any underwriters or other distributors), shall be borne by the Holder of such Company and the Selling Holders whose Registrable Securities are included in such Piggyback Registration in proportion to the number of Shares to be sold by the Company and Registrable Securities to be sold by the Selling Holders, and (zy) all Registration Expenses incident to the fees first Registration Statement filed during any one-year period shall be borne by the Company. Each of the Company and the Selling Holders will, in any event, pay their respective internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any other counsel, accountants annual audit or other persons retained or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance.

Appears in 4 contracts

Samples: Registration Rights Agreement (Leonardo DRS, Inc.), Registration Rights Agreement (Rada Electronic Industries LTD), Registration Rights Agreement (Leonardo DRS, Inc.)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses of the Company (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency feesfees with respect to the Registrable Securities, (vviii) all reasonable and documented out-of-pocket fees and disbursements of one counsel for each Principal Investor to the Selling Investors’ Counselextent that they participate in such Registration or sale, (viix) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (x) all of the requested registration Company’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xi) all expenses of the Company related to the “road-show” for any Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will Securities, which shall be borne paid by the Holder participating Holders in proportion to the number of such Registrable Securities offered and (z) the fees and expenses sold by or on behalf of any other counsel, accountants or other persons retained or employed by any Holder will be borne by each such Holder.

Appears in 4 contracts

Samples: Registration Rights Agreement (MediaAlpha, Inc.), Registration Rights Agreement (MediaAlpha, Inc.), Registration Rights Agreement (Evolent Health, Inc.)

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company will be borne by the Company whether or not the Shelf Registration Statement becomes effective. Such fees and expenses will include, including without limitation limitation, (i) all registration and filing fees, and any other fees (including without limitation fees and expenses associated (x) with respect to filings required to be made with any stock exchangethe National Association of Securities Dealers, the Commission Inc. and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiy) all fees and expenses of compliance with state securities or "blue sky sky" laws (including without limitation fees and disbursements of counsel for the underwriters or Selling Investors Holders in connection with "blue sky sky" qualifications of the Shares Registrable Securities and determination of their the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters underwriters, if any, or Holders of a majority of the Demand Holders Registrable Securities being sold may designate)), (iiiii) all printing and related messenger and delivery expenses (including without limitation expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance prospectuses if the Company so desires or if the underwriters so require and expenses printing of any special experts retained in connection with the prospectuses is requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in the Shelf Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company and the Special Counsel for the selling Holders, (v) fees and disbursements of all independent certified public accountants referred to in Section 5(m)(iii) hereof (including the expenses of any special audit and "comfort" letters required by or incident to such Demand Registrationperformance), Piggyback Registration (vi) any fees and expenses of any "qualified independent underwriter" or Shelf Registrationother independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the National Association of Securities Dealers, as applicableInc., (vii) Securities Act liability insurance if the Company so desires such insurance, and (ixviii) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if of all other than the legal counsel selected by the Holders in (viii) above, will be borne persons retained by the Company. In addition, regardless the Company will pay its internal expenses (including without limitation all salaries and expenses of whether its officers and employees performing legal or accounting duties), the Registration Statement becomes effective (or such offering is completed) expense of any annual audit, the fees and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees expenses incurred in connection with the sale listing of the Registrable Securities will securities to be borne registered on any securities exchange on which similar securities issued by the Holders pro rata on the basis of the number of Shares so registered Company are then listed and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other person, including special experts, retained by the Company. In no event, however, will the Company be responsible for any underwriting discount or selling commission with respect to any sale of Registrable Securities pursuant to this Agreement. (b) In connection with any registration of Registrable Securities hereunder, the Company will reimburse the Holders of the Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (the "Special Counsel"), together with appropriate local counsel, accountants or other persons retained or employed chosen by any Holder will be borne by such Holderthe Holders of a majority of the Registrable Securities being registered.

Appears in 3 contracts

Samples: Registration Rights Agreement (Capstar Hotel Co), Registration Rights Agreement (Meristar Hotels & Resorts Inc), Registration Rights Agreement (Keystone Inc Et Al)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company regardless of whether a Registration Statement becomes effective, including including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the customary fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket expenses of the Trustee and any exchange agent, and reasonable fees and disbursements of underwriters customarily paid not more than one counsel each for the Trustee and such exchange agent, in connection with the transactions contemplated by this Agreement. The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the issuer or sellers expenses of securities, including liability insurance if any annual audit and the Company so desires or if the underwriters so require fees and expenses of any Person, including special experts experts, retained in connection with by the requested registration (excluding Company. Each Holder shall pay all underwriting discounts and discounts, commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement. (b) In connection with any Shelf Registration Statement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxxx LLP or such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 3 contracts

Samples: Registration Rights Agreement (Toys R Us Inc), Registration Rights Agreement (Toys R Us Property Co II, LLC), Registration Rights Agreement (Toys R Us Inc)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 3 contracts

Samples: Registration Rights Agreement (Puget Energy Inc /Wa), Registration Rights Agreement (Puget Energy Inc /Wa), Registration Rights Agreement (Puget Energy Inc /Wa)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, SEC or the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)NASD, (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares compliance with any securities or “Blue Sky” laws and determination of their the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)various jurisdictions, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by the CompanyRegistrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal law firm or other counsel chosen selected by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration owned by GSCP and its Affiliates being registered and one law firm or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion a majority of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; providedowned by Onex and its Affiliates being registered, however(ix) all fees and expenses of accountants selected by the Holders of a majority of the Registrable Securities being registered, that (x) any underwriting discounts, commissions reasonable fees and disbursements of underwriters customarily paid by issuers or fees in connection with the sale sellers of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldsecurities, (yxi) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xii) fees and expenses of a Qualified Independent Underwriter (as such term is defined in Schedule E to the By-Laws of the NASD) and its counsel, accountants if any, (xiii) all fees and disbursements of the underwriters (other than underwriting discounts and commissions), (xiv) all transfer taxes and (xv) all expenses incurred in connection with promotional efforts or other persons retained or employed by any Holder will be borne by “roadshows”. All such Holderexpenses are referred to herein as “Registration Expenses”.

Appears in 3 contracts

Samples: Shareholder Agreements, Joint Written Consent (Hawker Beechcraft Notes Co), Joint Written Consent (Hawker Beechcraft Quality Support Co)

Registration Expenses. All expenses incident to (a) Except as otherwise required by state securities laws or the Company’s performance of or compliance rules and regulations promulgated thereunder, all expenses, disbursements and fees incurred by the Company in connection with carrying out its obligations under this Agreement, including without limitation but not limited to, (i) all registration and filing fees, and any other the documented reasonable fees and expenses associated of Holders Counsel (plus local counsel), (ii) all registration, filing fees and expenses (including fees with respect to filings required to be made with any stock exchange, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel counsel, as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors Holders in connection with blue sky qualifications of the Shares Registrable Securities and determination determinations of their eligibility for investment under the laws of such jurisdictions jurisdiction as the managing underwriters or Selling Holders of a Majority of the Demand Holders Registrable Securities being sold may designate), (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities to be sold and of printing the registration statements and prospectuses), all messenger and delivery expenses, duplication expenses, word processing expenses, and telephone expenses, (v) fees and disbursements of counsel for the Company Company, and (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries incurred in connection with such registration (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (ivregistration) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such excluding discounts, commissions or fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state))underwriters, (vii) Securities Act liability insurance selling brokers, dealer managers or similar insurance if securities industry professionals relating to the Company or distribution of the underwriters so require in accordance with then-customary underwriting practice, (viiiRegistrable Securities) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and Company (all such expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback being herein called “Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) aboveExpenses”), will be borne by the Company, Company regardless of whether the Registration Statement a registration statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registrationeffective; provided, however, that the Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit or quarterly review, the fees and expenses of any Person, including special experts, retained by the Company, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed; and provided, further, that each Selling Holder shall pay (x) any underwriting discounts, commissions all costs and expenses of counsel (other than the counsel costs referred to in (i) and (iii) above) and accounting or fees in connection with the sale of the Registrable Securities will be borne financing professionals retained by the Holders pro rata on the basis of the number of Shares so registered and soldsuch Selling Holder, (y) all underwriting discounts, commissions, fees and expenses and all transfer taxes with respect to the sale of Registrable Securities will be borne securities sold by the Holder of such Registrable Securities Selling Holder, and (z) all other expenses incurred by such Selling Holder and incidental to the fees sale and expenses delivery of any other counsel, accountants or other persons retained or employed by any Holder will the securities to be borne sold by such Holder.

Appears in 3 contracts

Samples: Registration Rights Agreement (C-Iii Capital Partners LLC), Registration Rights Agreement (Colony Financial, Inc.), Registration Rights Agreement (Grubb & Ellis Co)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or and compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation limitation; (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Securities to be issued in a form eligible for deposit with The Depository Trust Company the Registered Exchange Offer and the Private Exchange and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)). The Company will bear its internal expenses (including, (iv) without limitation, all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require salaries and expenses of any special experts retained in connection with its officers and employees performing legal or accounting duties), the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws expenses of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees annual audit and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or re-selling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements (such fees and disbursements not to exceed $10,000) of not more than one counsel, accountants or other persons retained or employed who shall be Cahill Gordon & Reindel unless another firm shall be chosen by any Holder will be borne by xxx Xxldexx xx x majority in principal amount of the Transfer Restricted Securities for whose benefit such HolderRegistration Statement is being prepared.

Appears in 3 contracts

Samples: Notes Registration Rights Agreement (Cb Richard Ellis Services Inc), Notes Registration Rights Agreement (Cb Richard Ellis Services Inc), Notes Registration Rights Agreement (Koll Donald M)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all reasonable fees and disbursements of legal counsel for the Investors and one counsel for other Holders (in the case of such other Holders, up to a maximum of fifty thousand dollars ($50,000) per Public Offering), (vii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (ix) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (x) all expenses related to the “road show” for any Underwritten Public Offering (including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Duckhorn Portfolio, Inc.), Registration Rights Agreement (Duckhorn Portfolio, Inc.), Registration Rights Agreement (Planet Fitness, Inc.)

Registration Expenses. All expenses incident to the Company’s performance of of, or compliance with with, its obligations under this Agreement, Agreement including without limitation (i) (A) all registration and filing fees, all fees and any other expenses of compliance with securities and “blue sky” laws, (B) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by such term is defined in NASD Rule 2720 or the rules and regulations of FINRAequivalent rule incorporated into the FINRA rulebook), (iiC) all fees and expenses of compliance with state securities or and “blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iiiD) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses, all fees prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities) and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance))copying expenses, (ivE) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-on-procedure” letter and opinions), (G) fees and expenses of one counsel to the Stockholders selling in such registration (which firm shall be selected by the Stockholders selling in such registration that hold a majority of the Registrable Securities included in such registration, provided that such counsel is reasonably acceptable to the Company) and (H) except as otherwise provided in this Section 5.7, the fees and expenses (including transfer taxes) of every nationally recognized investment bank engaged in connection with a Demand Registration or a Piggyback Registration that is not an Underwritten Offering (collectively, the “Registration Expenses”) and (ii) any expenses described in clauses (i)(A) through (i)(H) above incurred in connection with the marketing and sale of Registrable Securities shall be borne by the Company, in each case regardless of whether a registration is effected, marketing is commenced or a sale is made. The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing of the Shares securities to be registered on any each securities exchange and all rating agency fees, (v) all reasonable and documented outincluded in each established over-ofthe-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid counter market on which similar securities issued by the issuer Company are then listed or sellers traded. Each Selling Holder shall pay its portion of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding all underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of such Selling Holder’s Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of pursuant to any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderregistration.

Appears in 3 contracts

Samples: Investor Rights Agreement (Chewy, Inc.), Investor Rights Agreement (Chewy, Inc.), Investor Rights Agreement (Chewy, Inc.)

Registration Expenses. All (a) In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses incident to incurred in connection with the Company’s performance registration hereunder (the “Registration Expenses”), regardless of or compliance with this Agreement, including without limitation whether such registration statement is declared effective by the Commission: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all the fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any NASDAQ or other applicable national securities exchange exchange, and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if for the Company or the underwriters so require in accordance with then-and customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected independent certified public accountants retained by the Holders in Company (viii) above, will be borne by including the Company, regardless expenses of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally comfort letters requested pursuant to be included in such registration are ultimately included in such registration; provided, however, that (x) Section 2.6(h)). The Company shall have no obligation to pay any underwriting discountsfees, discounts or commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities or any transfer taxes relating to the registration or sale of the Registrable Securities, nor will be borne the Company have any obligation to pay any attorneys’ or other advisors’ fees of the Selling Holders. (b) Promptly, and in no event more than ten (10) days, following the effectiveness of a Shelf Registration Statement or Demand Registration Statement, the closing of a Underwritten Shelf Offering or Underwritten Demand Offering or the filing at the request of the Holders of any prospectus supplement relating to the Registrable Securities (including the Initial Prospectus Supplement), the Holders shall reimburse the Company for the reasonable Registration Expenses incurred by the Holder of Company and directly attributable to such Registrable Securities and (z) registration statement or offering, as the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holdercase may be.

Appears in 3 contracts

Samples: Registration Rights Agreement (Wynn Resorts LTD), Registration Rights Agreement (Wynn Stephen A), Registration Rights Agreement (Wynn Stephen A)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger expenses in connection with the preparation, printing, mailing and delivery expenses (including of any Registration Statements, Prospectuses, Issuer Free Writing Prospectus and other documents in connection therewith and any amendments or supplements thereto and expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesCompany, (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), (ivv) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then customary underwriting practice (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and all rating agency feesor quotation of the Registrable Securities on any inter-dealer quotation system, (vvii) all reasonable and documented out-of-pocket fees and disbursements of one legal counsel for Brookfield and, if Brookfield is not the Selling Investors’ CounselInitiating Holder, the Initiating Holder, not to exceed $100,000 in the aggregate for all jurisdictions in connection with the filing of the Shelf Registration Statement or any Underwritten Offering, (viviii) all any reasonable fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration; (x) all of the requested registration Company’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties); and (xi) if the underwriter for any Underwritten Offering reasonably determines a “road show” is necessary, all expenses incurred by the Company related to the road show for such Underwritten Offering, and all reasonable and documented out of pocket expenses of Brookfield and, if Brookfield is not the Initiating Holder, the Initiating Holder to the extent, but only to the extent, the managing underwriter explicitly requests the participation of either Brookfield or the Initiating Holder in such road show, including all travel, meals and lodging of the Company. All such expenses are referred to herein as “Registration Expenses.” Notwithstanding the foregoing, the Company shall not be required to pay for any Registration Expenses in connection with any Registration begun pursuant to Sections 2.02 or 2.03(a) if the applicable request is subsequently withdrawn at the request of the Initiating Holder (in which case the Initiating Holder shall bear such expenses), unless the Holders agree to forfeit their right to one Registration provided for in Section 2.01(c). The Company shall not be required to pay underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Hospitality Investors Trust, Inc.), Framework Agreement (American Realty Capital Hospitality Trust, Inc.), Securities Purchase Agreement (American Realty Capital Hospitality Trust, Inc.)

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons, including special experts, retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the underwriters (other than Selling Investors’ Counsel, (viExpenses) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers issuers of securitiessecurities and (x) all other costs, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by incident to the Company’s performance or compliance with this Agreement (all such expenses, “Registration Expenses”). The Selling Holders shall be responsible for their Selling Expenses and the expenses of its counsel and any other advisors; provided, however, that, if a member of the Genworth Affiliated Group is a Selling Holder, the Company shall pay or reimburse the Selling Holders for the reasonable and documented fees and expenses of one legal counsel law firm chosen by the Holders of a majority member(s) of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, Genworth Affiliated Group as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal their counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with an underwritten offering pursuant to this Agreement, subject to a cap of $75,000. Except as provided in this Section 2.7, the sale Company shall have no obligation to pay any Selling Expenses or any other expenses of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSeller Holders.

Appears in 3 contracts

Samples: Registration Rights Agreement (Enact Holdings, Inc.), Registration Rights Agreement (Genworth Mortgage Holdings, Inc.), Registration Rights Agreement (Genworth Mortgage Holdings, Inc.)

Registration Expenses. (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this AgreementAgreement will be borne by the Company and the Guarantors regardless of whether a Registration Statement becomes or is declared effective, including including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of the FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 8(b) hereof, the Holders of Registrable Securities; (v) application and filing fees in connection with listing the Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Shelf Registration Statement required by this Agreement, the listing Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Registrable Securities being registered pursuant to the Shares on any securities exchange and all rating agency fees, (v) all Shelf Registration Statement for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Xxxxxx Xxxxxx & Xxxxxxx llp or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 3 contracts

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

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter,as such term is defined in Rule 2720 of the National Association of Securities Dealers, Inc. (or any successor provision), and of its counsel as may be required by the rules and regulations of FINRA)counsel, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky “Blue Sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses incurred in connection with the listing of other Persons retained by Registrable Securities on any securities exchange or quotation of the CompanyRegistrable Securities on any inter-dealer quotation system, and (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable and documented fees and expenses disbursements of one legal counsel chosen (the “Majority Holder Counsel”) and one accounting firm as selected by the Holders holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration, (xi) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (xii) all expenses related to the “road-show” for any Demand HolderUnderwritten Offering, including all travel, meals and lodging and (xiii) any other reasonable expenses fees and disbursements customarily paid by the issuers of securities, including reasonable and documented legal fees and . All such expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will are referred to herein as “Registration Expenses.” The Company shall not be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested required to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsdiscounts and commissions and transfer taxes, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldif any, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Forest Oil Corp), Registration Rights Agreement (Forest Oil Corp), Registration Rights Agreement (Forest Oil Corp)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or and compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation limitation; (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Securities to be issued in a form eligible for deposit with The Depository Trust Company the Registered Exchange Offer and the Private Exchange and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the listing Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Shares on any securities exchange and all rating agency feesRegistered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel who shall be Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP unless another firm shall be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 3 contracts

Samples: Registration Rights Agreement (Merisant Foreign Holdings I Inc), Registration Rights Agreement (Tabletop Holdings Inc), Registration Rights Agreement (Tabletop Holdings Inc)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement shall be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with (including filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRANASD), ; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesProspectuses), all messenger and delivery services and telephone; (iv) fees and disbursements of counsel for the Company and one counsel, and one local counsel for each local jurisdiction where it is reasonably necessary, for the holders of the Registrable Securities selling such securities pursuant to a Registration Statement (subject to the provisions of Section 3(b)); (v) all application and filing fees in connection with listing the Registrable Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; (vi) all fees and disbursements of independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance)), ; (ivvii) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket expenses of the holders of the Registrable Securities (or the agents and fiduciaries who manage their accounts); and (viii) such other reasonable and customary expenses as may be at such time (A) associated with underwritten offerings and (B) customarily borne by the issuer, which such reasonable and customary expenses shall not be deemed to include any underwriter discounts, commissions or applicable transfer taxes attributable to the sale of Registrable Securities. The Company shall, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement, the Company shall reimburse the holders of the Registrable Securities for the reasonable fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other not more than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders holders of a majority of the Registrable Securities included in covered by such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering and of all local counsel that is completed) reasonably necessary. Notwithstanding the provisions of this Section 3, each holder shall pay registration expenses if and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne extent required by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderapplicable law.

Appears in 3 contracts

Samples: Registration Rights Agreement (National Auto Finance Co Inc), Registration Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Registration Rights Agreement (National Auto Finance Co Inc)

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company shall be borne by the Company, including including, without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, (A) fees and expenses associated with respect to filings required to be made with any stock exchange, the Commission NASD in connection with an underwritten offering and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky Blue Sky laws (including including, without limitation, reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares Registrable Securities and determination of their the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateprovided in Section 4(h) hereof), (iiiii) all printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, all if any, or by the Holders of the majority in Amount of Registrable securities included in any Registration Statement, (iii) messenger, telephone and delivery expenses relating to the performance of the Company’s obligations hereunder, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 4(m)(iii) hereof (including including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Company desires such insurance, (vii) fees and expenses of all other Persons retained by the Company, (viii) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (ivix) all the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange exchange, if applicable, and (xi) the expenses relating to printing, word processing and distributing all rating agency feesRegistration Statements, underwriting agreements, securities sales agreements and any other documents necessary in order to comply with this Agreement. Notwithstanding anything in this Agreement to the contrary, each Holder shall pay all underwriting discounts and brokerage commissions with respect to any Registrable Securities sold by it, and the Company shall not be responsible for the fees and expenses of any counsel for the managing underwriter or underwriters, if any. (vb) all The Company shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other not more than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority in Amount of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderRegistration Statement.

Appears in 3 contracts

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

Registration Expenses. (a) All expenses incident to the CompanyIssuer’s performance of or compliance with this AgreementAgreement will be borne by the Issuer, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of the FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Issuer and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries Issuer (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), ; (ivvi) all application and filing fees and expenses incurred in connection with listing the listing of the Shares Exchange Securities on any a securities exchange or automated quotation system pursuant to the requirements thereof; and all rating agency fees, (vvii) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ CounselTrustee and its counsel. The Issuer will, in any event, bear its internal expenses (vi) including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any Person, including special experts experts, retained in by the Issuer. (b) In connection with any Shelf Registration Statement required by this Agreement, the requested registration (excluding underwriting discounts Issuer will reimburse the Initial Purchasers and commissions and transfer taxesthe Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, if anyas applicable, and for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx & Xxxxxxx LLP or such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 3 contracts

Samples: Registration Rights Agreement (Northern Oil & Gas, Inc.), Registration Rights Agreement (Northern Oil & Gas, Inc.), Registration Rights Agreement (Northern Oil & Gas, Inc.)

Registration Expenses. (a) All expenses incident to the Company’s TriZetto's performance of of, or compliance compliance, with this Agreement, including without limitation limitation: (i1) all registration and filing fees, and any other fees and expenses associated (including with respect to filings required to be made with any stock exchange, the Commission and FINRA National Association of Securities Dealers); (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii2) all fees and expenses of compliance with state securities or blue sky laws of or within the United States of America (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors selling holders in connection with blue sky qualifications of the Shares Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders IMS may designate); (3) printing, messenger, telephone, delivery, distribution and reproduction expenses; (iii4) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for TriZetto (including the Company expenses of any opinions required by or incident to such performance); (5) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries TriZetto (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance); (6) fees and disbursements of underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities or legal expenses of any person other than TriZetto); and (7) fees and expenses of other Persons retained by TriZetto (all such expenses being, herein called "REGISTRATION EXPENSES") will be borne by TriZetto, regardless whether the Registration Statement becomes effective. To the extent that any Registration Expenses are reasonably incurred, assumed or paid by IMS or any underwriter, TriZetto shall reimburse such Person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a written request therefor, which shall specify in reasonable detail the nature and amount of the Registration Expenses. TriZetto will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expense of any annual audit, rating agency fees, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any each securities exchange on which similar securities issued by TriZetto are then listed and all rating agency fees, (v) all reasonable and documented out-of-pocket the fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any Person, including special experts experts, retained in by TriZetto. (b) In connection with each Registration Statement required hereunder, TriZetto shall not be responsible for the requested registration (excluding payment of any transfer taxes relating to the sale or disposition of the Registrable Securities by IMS or for any underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder or on behalf of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderIMS.

Appears in 3 contracts

Samples: Registration Rights Agreement (Ims Health Inc), Agreement and Plan of Reorganization (Trizetto Group Inc), Agreement and Plan of Reorganization (Ims Health Inc)

Registration Expenses. All expenses incident to the Company’s 's performance of or compliance with this AgreementArticle 3, including including, without limitation (i) limitation, all registration and filing fees, and any other all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" as such term is defined in Rule 2720(b)(15) of the NASD Conduct Rules and of its counsel counsel), as may be required by the rules and regulations of FINRA)the NASD, (ii) all fees and expenses of compliance with state securities or "blue sky sky" laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with "blue sky sky" qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Shares), (iii) all rating agency fees, printing and related messenger and delivery expenses (including expenses of printing certificates for the Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is reasonably requested by a Holder of Registrable Shares), messenger and delivery expenses, the Company's internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and disbursements expenses incurred in connection with any listing of the Registrable Shares, fees and expenses of counsel for the Company and of all its independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “or "cold comfort" letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including Securities Act liability insurance (if the Company so desires or if elects to obtain such insurance), the underwriters so require fees and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, Company and the reasonable and documented fees and expenses of one legal firm of counsel chosen for the sellers (which shall be selected by the Holders of a majority of the Registrable Securities Shares being included in any particular registration statement) (all such Demand Registration, Piggyback expenses being herein called "Registration or Shelf Registration, as applicable, and (ixExpenses") for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and Company whether or not all or any portion of the Registrable Securities originally requested to be included registration statement becomes effective; provided that in such registration are ultimately included in such registration; provided, however, that (x) no event shall Registration Expenses include any underwriting discounts, commissions commissions, or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of or any other counsel, accountants accountants, or other persons Persons retained or employed by any Holder will be borne by such Holderthe Holders.

Appears in 3 contracts

Samples: Post Merger Stockholders Agreement (Specialty Teleconstructors Inc), Post Merger Stockholders Agreement (Hicks Thomas O), Post Merger Stockholders Agreement (Carpenter Tommie R)

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viiSelling Expenses) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by incident to the Company’s performance or compliance with this Agreement (all such expenses, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to Expenses”). The Selling Holders shall be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any other counselevent, accountants pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance. The Company shall have no obligation to pay any Selling Expenses.

Appears in 2 contracts

Samples: Registration Rights Agreement (ING U.S., Inc.), Registration Rights Agreement (ING U.S., Inc.)

Registration Expenses. All reasonable fees and expenses incident to the Company’s performance of or compliance with this Agreement, Agreement by the Corporation (including without limitation (i) all registration and filing fees, and any other fees (including fees and expenses associated with respect to (A) filings required to be made with any stock exchangethe National Association of Securities Dealers, the Commission Inc. and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky laws (sky” laws, including any fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities pursuant to Section 6(h)), (iiiii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses if the printing of Prospectuses is requested by the managing underwriters, all if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Corporation, (iv) fees and disbursements of counsel for the Company Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 6(n)(iii) hereof (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)this Agreement) and any other Persons, including special experts retained by the Corporation), and (ivvii) fees and disbursements of one counsel for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holder delivering a Demand Notice or Take-Down Notice (and otherwise, by the holders of a majority of the Registrable Securities being sold in connection therewith) shall be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange on which similar securities issued by the Corporation are then listed and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder will holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(i)(B) and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be borne paid by such Holderthe Corporation pursuant to the first paragraph of this Section 7.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sportradar Group AG), Registration Rights Agreement (Sportradar Group AG)

Registration Expenses. All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by the Initial Purchaser or any Holder with filings required to be made with any stock exchange, the Commission and FINRA NASD (includingand, if applicable, the reasonable fees and expenses of any "qualified independent underwriter" and its counsel as that may be required by the rules and regulations of FINRAthe NASD), ); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Series D Notes to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), ; and (ivvii) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securitiesTrustee and the Exchange Agent, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and all fees and disbursements of counsel to underwriters for the Trustee and the Exchange Agent. The Company will, in any event, bear its internal expenses (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state))including, (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practicewithout limitation, (viii) fees all salaries and expenses of other Persons retained by its officers and employees performing legal or accounting duties), the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, any annual audit and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other Person, including special experts, retained by the Company. The Company shall not be responsible for fees and disbursements of counsel, accountants or any other persons retained advisors to the Initial Purchaser or employed by Holder, underwriting commissions and discounts, brokerage commissions, agent fees (other than fees of the Exchange Agent as specified above) and transfer taxes relating to any Holder will be borne by such HolderRegistration Statement filed pursuant to this Agreement.

Appears in 2 contracts

Samples: Registration Rights Agreement (French Fragrances Inc), Purchase Agreement (French Fragrances Inc)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of legal counsel for each selling Major Holder, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Major Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the Holders of a majority “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Registrable Securities included in Major Holders and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 2 contracts

Samples: Investor Rights Agreement (Tailwind Two Acquisition Corp.), Investor Rights Agreement (Tailwind Two Acquisition Corp.)

Registration Expenses. All In connection with registrations pursuant to Section 4.1 or Section 4.2 hereof, the Company shall pay all of the costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistrations thereunder (the “Registration Expenses”), including without limitation (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates for prospectuses reasonably requested by any Holder, (d) all of the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesCompany’s internal expenses (including, without limitation, all fees salaries and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of its officers and employees performing legal or accounting duties, the expense of any special liability insurance and the expense of any annual audit and “cold comfort” letters required by or incident to such performance)quarterly review), (ive) all fees and expenses incurred in connection with listing the listing of the Shares Registrable Securities for trading on any a national securities exchange and all rating agency feesexchange, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vif) all fees and documented out-of-pocket disbursements expenses in connection with the preparation of underwriters customarily paid by the issuer Registration Statement and related documents covering the Registrable Securities, (g) all fees and expenses, if any, incurred with respect to any filing with FINRA, (h) the cost of providing any CUSIP or sellers of securitiesother identification numbers for the Registrable Securities, including liability insurance if the Company so desires or if the underwriters so require (i) all fees and expenses of any special experts retained by the Company in connection with such registration, (j) any documented out-of-pocket expenses of the requested registration underwriter(s) incurred with the approval of the Company, (excluding underwriting discounts k) all fees and commissions and transfer taxes, if any, and fees expenses and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if for the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) and fees and expenses of other Persons for independent certified public accountants retained by the CompanyCompany (including, and without limitation, the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested) (l) all reasonable and documented fees and expenses of one legal (1) counsel chosen by for the Holders per registration and (m) the expense of a majority any liability insurance. Other than as provided in the foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by Holders relating to the issuers of securitiesregistrations effected pursuant to this Agreement, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel to the Holders. Each Holder shall be responsible for the payment of any brokerage and sales commissions, underwriting discounts and commissions, additional fees and disbursements of such Investor’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or other persons retained or employed by any Holder will be borne disposition of the Registrable Securities by such HolderHolder pursuant to this Agreement. The obligation of the Company to bear the expenses described in this Section 4.3 shall apply irrespective of whether any sales of Registrable Securities ultimately take place.

Appears in 2 contracts

Samples: Stockholders Agreement (Plymouth Industrial REIT Inc.), Stockholders Agreement (Plymouth Industrial REIT Inc.)

Registration Expenses. All Any and all expenses incident to the Company’s performance of or compliance with this Agreement, including including, without limitation limitation: (i) all registration Commission, securities exchange, FINRA registration, listing, inclusion and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” (and its counsel as may counsel) that is required to be required retained by any holder of Registrable Interests in accordance with the rules and regulations of FINRA), FINRA (ii) all fees and expenses of incurred in connection with compliance with international, federal or state securities or blue sky laws (including including, without limitation, any registration, listing and filing fees and reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications qualification of any of the Shares Registrable Interests and determination the preparation of their eligibility for investment under a blue sky memorandum and compliance with the laws rules of such jurisdictions as the managing underwriters or the Demand Holders may designateFINRA), (iii) all printing and related messenger and delivery expenses (including expenses of printing any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates for and any other documents relating to the Shares performance under and compliance with this Agreement, (iv) all fees and expenses incurred in a form eligible for deposit connection with The Depository Trust Company and the listing or inclusion of printing prospectusesany of the Registrable Interests on any securities exchange pursuant to Section 4(m) of this Agreement, all (v) the fees and disbursements of counsel for the Company and of all the independent certified public accountants of the Company and its Subsidiaries (including including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of one counsel for the Selling Investors’ Counselselling Holders to review the Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement, and, if the Company notifies the Holders pursuant to Section 2 (b) hereof of its intent to file an IPO Registration Statement within one year of the date of this Agreement, the IPO Registration Statement, and (vi) all any fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers issuers in issues and sales of securities, securities (including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any experts retained by the Company in connection with any Registration Statement), provided, however, that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions and transfer taxes or transfer fees, if any, relating to the sale or disposition of Registrable Interests by a Holder and the fees and disbursements of any counsel to the Holders other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderthan as provided for in subparagraph (v) above.

Appears in 2 contracts

Samples: Registration Rights Agreement (FCB Financial Holdings, Inc.), Registration Rights Agreement (Bond Street Holdings Inc)

Registration Expenses. All expenses incident to the Company’s Parent's performance of or compliance with this AgreementAgreement including, including without limitation (i) limitation, all registration and filing fees, and any other all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" as such term is defined in Schedule E of the By-Laws of the NASD, and of its counsel counsel), as may be required by the rules and regulations of FINRA)the NASD, (ii) all fees and expenses of compliance with state securities or "blue sky sky" laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with "blue sky sky" qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Shares), (iii) all rating agency fees, printing and related messenger and delivery expenses (including expenses of printing certificates for the Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by a Major Stockholder), messenger and delivery expenses, Parent's internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and disbursements expenses incurred in connection with any listing of the Registrable Shares, fees and expenses of counsel for the Company Parent and of all its independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “or "cold comfort" letters required by or incident to such performance), securities acts liability insurance (if Parent elects to obtain such insurance), (iv) all the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained by Parent in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons persons retained by the Company, Parent and the reasonable and documented fees and expenses of one legal firm of counsel chosen by for the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and Major Stockholders (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel which shall be selected by the Holders in mutual agreement of the Major Stockholders) (viiiall such expenses being herein called "Registration Expenses") above, will be borne by Parent whether or not the Company, regardless of whether the Shelf Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registrationeffective; provided, however, that (x) in no event shall Registration Expenses include any underwriting discounts, commissions commissions, or fees in connection with attributable to the sale of the Registrable Securities will Shares or any counsel (except as provided above), accountants, or other persons retained or employed by the Major Stockholders, which expenses shall be borne by the Holders Major Stockholders pro rata on the basis of the number of Shares shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderregistered.

Appears in 2 contracts

Samples: Merger Agreement (Tektronix Inc), Registration Rights Agreement (Tektronix Inc)

Registration Expenses. All reasonable fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Corporation, including without limitation (i) all registration and filing fees, and any other fees (including fees and expenses associated with respect to (A) filings required to be made with the SEC and FINRA, including any stock exchange, the Commission reasonable and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including documented fees and disbursements of counsel for the underwriters or Selling Investors in connection with such FINRA filings and the review thereof by FINRA, and (B) qualification or compliance with securities or “blue sky sky” laws, including any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities pursuant to Section 7(h)), (iiiii) all typesetting, filing and printing and related messenger and delivery expenses (including including, if applicable, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company Corporation and of printing prospectusesProspectuses if the printing of Prospectuses is requested by the managing underwriters, all if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Corporation, (iv) fees and disbursements of counsel for the Company Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 7(o)(iii) (including the expenses of any special audit and “cold comfort” letters required by this Agreement) and any other Persons, including special experts retained by the Corporation, (vii) fees and disbursements of any transfer agent, registrar, custodian or incident to depositary, and (viii) fees and disbursements of one (1) counsel for the KKR Stockholders and any other holders whose Registrable Securities are included in a Registration Statement, which counsel shall be selected (x) by the KKR Stockholders in connection with the Initial Public Offering or if the KKR Stockholder is making the Demand Registration or Shelf Take-Down request, (y) by the Walgreens Stockholder if the Walgreens Stockholder is making the Demand Registration or Shelf Take-Down request or (z) otherwise, by holders of a majority of the Registrable Securities being sold in connection with such performance)offering, and which shall, in each case, be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange on which similar securities issued by the Corporation are then listed and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder will holder of Registrable Securities or by any underwriter (except as set forth in Section 8(i) and Section 8(viii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), (iii) any transfer taxes or (iv) any other expenses of the holders of Registrable Securities not specifically required to be borne paid by such Holderthe Corporation pursuant to the first paragraph of this Section 8.

Appears in 2 contracts

Samples: Registration Rights Agreement (BrightSpring Health Services, Inc.), Registration Rights Agreement (BrightSpring Health Services, Inc.)

Registration Expenses. All Whether or not any Registration Statement is submitted or filed or becomes effective, the Company shall pay directly or promptly reimburse all reasonable out-of-pocket costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of securities exchange or with any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)other governmental or quasi-governmental authority, (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons, including special experts, retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viiSelling Expenses) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by incident to the Company’s performance or compliance with this Agreement (all such expenses, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to Expenses”). The Selling Holders shall be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of Holders’ Counsel (if such Holders’ Counsel is different from Company Outside Counsel) and Selling Expenses. The Company will, in any other counselevent, accountants pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance. The Company shall have no obligation to pay any Selling Expenses.

Appears in 2 contracts

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

Registration Expenses. All In connection with registrations pursuant to Section 4.1 or Section 4.2 hereof, the Company shall pay all of the costs and expenses incident to incurred in connection with the Company’s performance of or compliance with this Agreementregistrations thereunder (the “Registration Expenses”), including without limitation (ia) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangeexpenses, the Commission and FINRA (including, if applicablewithout limitation, those related to filings with the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)SEC, (iib) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iiic) all reasonable processing, duplicating and printing and related messenger and delivery expenses (expenses, including expenses of printing certificates for prospectuses reasonably requested by any Holder, (d) all of the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesCompany’s internal expenses (including, without limitation, all fees salaries and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of its officers and employees performing legal or accounting duties, the expense of any special liability insurance and the expense of any annual audit and “cold comfort” letters required by or incident to such performance)quarterly review), (ive) all fees and expenses incurred in connection with listing the listing of the Shares Registrable Securities for trading on any a national securities exchange and all rating agency feesexchange, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vif) all fees and documented out-of-pocket disbursements expenses in connection with the preparation of underwriters customarily paid by the issuer Registration Statement and related documents covering the Registrable Securities, (g) all fees and expenses, if any, incurred with respect to any filing with FINRA, (h) the cost of providing any CUSIP or sellers of securitiesother identification numbers for the Registrable Securities, including liability insurance if the Company so desires or if the underwriters so require (i) all fees and expenses of any special experts retained by the Company in connection with such registration, (j) any documented out-of-pocket expenses of any underwriter(s) incurred in connection with an underwritten offering of shares of Common Stock by the requested registration Company, (excluding underwriting discounts k) all fees and commissions and transfer taxes, if any, and fees expenses and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if for the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) and fees and expenses of other Persons for independent certified public accountants retained by the Company, Company and the (l) all reasonable and documented fees and expenses of one legal (1) counsel chosen by for the Holders of a majority per registration in an amount not to exceed $10,000 per registration. Other than as provided in the foregoing sentence, the Company shall have no obligation to pay any out-of-pocket expenses of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by Holders relating to the issuers of securitiesregistrations effected pursuant to this Agreement, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselcounsel to the Holders. Each Holder shall be responsible for the payment of any brokerage and sales commissions, underwriting discounts and commissions, additional fees and disbursements of counsel for the Holders, accountants and other advisors, and any transfer taxes relating to the sale or other persons retained or employed by any Holder will be borne disposition of the Registrable Securities by such HolderHolder pursuant to this Agreement. The obligation of the Company to bear the expenses described in this Section 4.3 shall apply irrespective of whether any sales of Registrable Securities ultimately take place.

Appears in 2 contracts

Samples: Security Holder's Agreement (Farmland Partners Inc.), Contribution Agreement (Farmland Partners Inc.)

Registration Expenses. All expenses incident to the Company’s 's performance of or compliance with this AgreementArticle 3 including, including without limitation (i) limitation, all registration and filing fees, and any other all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" as such term is defined in Schedule E of the By-Laws of the NASD, and of its counsel counsel), as may be required by the rules and regulations of FINRA)the NASD, (ii) all fees and expenses of compliance with state securities or "blue sky sky" laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with "blue sky sky" qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all rating agency fees, printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by a holder of Registrable Securities), messenger and delivery expenses, the Company's internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and disbursements expenses incurred in connection with any listing of the Registrable Securities, fees and expenses of counsel for the Company and of all its independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “or "cold comfort" letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including acts liability insurance (if the Company so desires or if elects to obtain such insurance), the underwriters so require fees and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if anysuch registration, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons persons retained by the Company, Company and the reasonable and documented fees and expenses of one legal firm of counsel chosen for the sellers (which shall be selected by the Holders holders of a majority of the Registrable Securities being included in any particular registration statement) (all such Demand Registration, Piggyback expenses being herein called "Registration or Shelf Registration, as applicable, and (ixExpenses") for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and Company whether or not all or any portion of the Registrable Securities originally requested to be included registration statement becomes effective; provided that in such registration are ultimately included in such registration; provided, however, that (x) no event shall Registration Expenses include any underwriting discounts, commissions commissions, or fees in connection with attributable to the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and soldor any counsel (except as provided above), (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselaccountants, accountants or other persons retained or employed by any Holder will be borne by such Holderthe Holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Johns Manville Corp /New/), Agreement and Plan of Merger (Manville Personal Injury Settlement Trust)

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of securities exchange or with any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)other governmental or quasi-governmental authority, (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons, including special experts, retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viiSelling Expenses) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by incident to the Company’s performance or compliance with this Agreement (all such expenses, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to Expenses”). The Selling Holders shall be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) responsible for the fees and expenses of Holders’ Counsel (if such Holders’ Counsel is different from Company Outside Counsel) and Selling Expenses. The Company will, in any other counselevent, accountants pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will be borne by such Holderliability insurance. The Company shall have no obligation to pay any Selling Expenses.

Appears in 2 contracts

Samples: Registration Rights Agreement (Warner Music Group Corp.), Registration Rights Agreement (Warner Music Group Corp.)

Registration Expenses. (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this AgreementAgreement will be borne by the Company or the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries the Guarantors (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Shelf Registration Statement required by this Agreement, the listing Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being resold pursuant to the Shares on any securities exchange and all rating agency fees, (v) all Shelf Registration Statement for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid who shall be White & Case LLP or such other counsel as may be chosen by the issuer or sellers Holders of securities, including liability insurance if a majority in principal amount of the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of Registrable Securities will be borne by the Holder or disposition of such Registrable Holder’s Securities and (z) pursuant to the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderShelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Walter Energy, Inc.), Registration Rights Agreement (Walter Energy, Inc.)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or and compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation limitation; (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchasers or Holder with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRANASD), ; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Securities to be issued and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any person, including special experts, retained by the Company. (b) In connection with the listing Shelf Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Securities covered by the Shares on any securities exchange and all rating agency feesShelf Registration Statement, (v) all for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Xxxxxxxx & Xxxxxxxx LLP or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen as may be designated by the Holders of a majority in principal amount of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid covered by the issuers Shelf Registration Statement (provided that Holders of securities, including reasonable and documented legal fees and expenses Common Stock issued upon the conversion of the Initial Securities shall be deemed to be Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted) to act as counsel for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holdertherewith.

Appears in 2 contracts

Samples: Registration Rights Agreement (Emulex Corp /De/), Registration Rights Agreement (Emulex Corp /De/)

Registration Expenses. All fees and expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement shall be borne by the Company whether or not any of the Registration Statements become effective. Such fees and expenses shall include, including without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, fees and expenses associated (x) with respect to filings required to be made with any stock exchangethe SEC or the National Association of Securities Dealers, the Commission Inc. and FINRA (y) relating to compliance with federal securities or Blue Sky laws (including, if applicablewithout limitation, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors Special Counsel in connection with blue sky Blue Sky qualifications of the Shares and determination of their eligibility for investment Registrable Securities under the laws of such jurisdictions as the managing underwriters Managing Underwriters, if any, or Holders of a majority of the Demand Holders Registrable Securities being sold may designate)), (iiiii) all printing and related messenger and delivery expenses (including including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Special Counsel or the Holders of a majority of the Registrable Securities included in any Registration Statement), all (iii) the reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock, (iv) reasonable fees and disbursements of counsel for the Company and the Special Counsel in connection with the Shelf Registration (provided that the Company shall not be liable for the fees and expenses of more than one separate firm, in addition to counsel for the Company, for all parties participating in any transaction hereunder), (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 3(k)(iii) hereof (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance)) and (vi) Securities Act liability insurance, to the extent obtained by the Company in its sole discretion. In addition, the Company shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid on which similar securities issued by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require are then listed and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselperson, accountants including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay all underwriting discounts, selling commissions and stock transfer taxes applicable to the Registrable Securities, all selling expenses and all registration expenses to the extent that the Company is prohibited by applicable Blue Sky laws from paying such expenses for or other persons retained or employed by any Holder will be borne by on behalf of such Holderseller of Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sepracor Inc /De/), Registration Rights Agreement (Sepracor Inc /De/)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of one legal counsel for the Purchaser, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Purchaser or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, accounting duties) and (ixxiii) all expenses related to the “road show” for any Demand HolderUnderwritten Public Offering, including the reasonable out-of-pocket expenses of Purchaser and underwriters, if so requested. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any other reasonable expenses fees and disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 2 contracts

Samples: Registration Rights Agreement (AxoGen, Inc.), Securities Purchase Agreement (AxoGen, Inc.)

Registration Expenses. All Registration Expenses will be borne by the Company whether or not any of the Registration Statements become effective. "Registration Expenses" will mean all fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company, including including, without limitation limitation, (i) all registration and filing fees, and any other fees (including without limitation fees and expenses associated (x) with respect to filings required to be made with any stock exchangethe National Association of Securities Dealers, the Commission Inc. and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiy) all fees and expenses of compliance with state securities or "blue sky sky" laws (including without limitation fees and disbursements of counsel for the underwriters or Selling Investors selling holders in connection with "blue sky sky" qualifications of the Shares Registrable Securities and determination of their the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the managing underwriters underwriters, if any, or holders of a majority of the Demand Holders Registrable Securities being sold may designate)), (iiiii) all printing and related messenger and delivery expenses (including without limitation expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in any Registration Statement), all (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 6(m)(iii) hereof (including the expenses of any special audit and “cold "comfort" letters required by or incident to such performance), (vi) fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the National Association of Securities Dealers, Inc., (vii) Securities Act liability insurance if the Company so desires such insurance, (viii) all fees and expenses in listing the Registrable Securities pursuant to Section 6(e), and (ivix) fees and expenses of all other persons retained by the Company, provided, however, that Registration Expenses will not include fees and expenses of counsel for the holders of Registrable Securities and any local counsel nor shall it include underwriting discounts and commissions relating to the offer and sale of Registrable Securities, all of which shall be borne by the holders of Registrable Securities included in such registration pro rata in proportion to the number of Registrable Securities of such holder included in such registration. In addition, the Company will pay its internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid on which similar securities issued by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require are then listed and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselperson, accountants or other persons including special experts, retained or employed by any Holder will be borne by such Holderthe Company.

Appears in 2 contracts

Samples: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)

Registration Expenses. All reasonable fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company shall be borne by the Company whether or not any of the Registration Statements become effective. Such fees and expenses shall include, including without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, fees and expenses associated (x) with respect to filings required to be made with any stock exchangethe National Association of Securities Dealers, the Commission Inc. and FINRA (y) of compliance with securities or Blue Sky laws (including, if applicablewithout limitation, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors selling holders in connection with blue sky Blue Sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities pursuant to Section 6(h) hereof)), (iiiii) all printing and related messenger and delivery expenses (including including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in any Registration Statement), all (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 6(n)(iii) hereof (including the expenses of any special audit and “"cold comfort" letters required by or incident to such performance)this Agree- ment), (ivvi) the fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Section 3 of Schedule E to the By-laws of the National Association of Securities Dealers, Inc. and (vii) fees and expenses of all other Persons retained by the Company. In addition, the Company shall pay its internal expenses (including without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid on which similar securities issued by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require are then listed and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other Person, including special experts, retained by the Company. In addition, whether or not any of the Registration Statements become effective, the Company shall pay the reasonable fees and disbursements of a Special Counsel for each of the Xxxxxx Parties, the Xxxxxx Parties, the MCIT Parties and the Jordan Parties, in each case, together with appropriate local counsel. The Company shall not be required to pay any underwriter's fees and expenses (including discounts, accountants commissions or other persons retained fees of underwriters, selling brokers, dealer managers or employed by any Holder will be borne by such Holdersimilar securities industry professionals) relating to the distribution of Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Simons Stephen W), Registration Rights Agreement (Turner Paul H)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of legal counsel for each selling Holder, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company, and the reasonable and documented fees ’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. The Company shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 2 contracts

Samples: Registration and Shareholder Rights Agreement (Pathfinder Acquisition Corp), Registration and Shareholder Rights Agreement (Pathfinder Acquisition Corp)

Registration Expenses. All expenses incident to the Company’s performance of of, or compliance with with, its obligations under this AgreementAgreement including, including without limitation (i) limitation, all registration and filing fees, all fees and any other expenses of compliance with securities and “blue sky” laws, all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA Financial Industry Regulatory Authority (“FINRA”) (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by such term is defined in NASD Rule 2720 or the rules and regulations of FINRAequivalent rule incorporated into the FINRA rulebook), (ii) all fees and expenses of compliance with state securities or and “blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iii) all printing and related messenger and delivery expenses (including including, without limitation, expenses of printing certificates certificates, if any, for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses and Issuer Free Writing Prospectuses is requested by a holder of Registrable Securities) and copying expenses, all messenger and delivery expenses, all fees and disbursements expenses of counsel for the Company and of all Company’s independent certified public accountants of the Company and its Subsidiaries counsel (including the expenses of any special audit and including, without limitation, with respect to cold comfort” letters required by or incident to such performance)), (ivand opinions) all and fees and expenses incurred of one firm of counsel to the Stockholders selling in connection with such registration (which firm shall be selected by the listing Stockholders selling in such registration that hold a majority of the Shares Registrable Securities included in such registration) (collectively, the “Registration Expenses”) shall be borne by the Company, regardless of whether a registration is effected. The Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing the securities to be registered on any each securities exchange and all rating agency fees, (v) all reasonable and documented outincluded in each established over-ofthe-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid counter market on which similar securities issued by the issuer Company are then listed or sellers traded. Each Selling Holder shall pay its portion of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding all underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of such Selling Holder’s Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of pursuant to any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderregistration.

Appears in 2 contracts

Samples: Stockholders Agreement (Railamerica Inc /De), Shareholder Agreements (Missouri & Northern Arkansas Railroad Co)

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by WIND (including, including without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, fees and expenses associated (A) with respect to filings required to be made with any stock exchange, the Commission Financial Industry Regulatory Authority and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)Commission, (iiB) all fees and expenses of compliance with state securities or blue sky laws (including Blue Sky laws, including, without limitation, any fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares Registrable Securities pursuant to Section 5(h) and determination (C) of their eligibility for investment under the laws of such jurisdictions as the managing underwriters listing and registration with a national securities exchange or the Demand Holders may designatenational market interdealer quotation system), (iiiii) all printing and related messenger and delivery expenses (including including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses if the printing of Prospectuses is requested by the managing underwriters, all if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of WIND, (iv) fees and disbursements of counsel for the Company WIND, (v) expenses of WIND incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 5(o)(iii) hereof (including including, without limitation, the expenses of any special audit and “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by WIND, (vii) rating agency fees and (viii) reasonable fees and disbursements of one counsel reasonably acceptable to WIND for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holders of a majority of the Registrable Securities included in such Registration Statement) shall be borne by WIND whether or incident to such performance)not any Registration Statement is filed or becomes effective. In addition, WIND shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange on which similar securities issued by WIND are then listed and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by WIND. WIND shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder will holder of Registrable Securities or by any underwriter (except as set forth in clauses 6(i)(B) and (viii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by WIND) or (iii) any other expenses of the holders of Registrable Securities not specifically required to be borne paid by such HolderWIND pursuant to the first paragraph of this Section 6.

Appears in 2 contracts

Samples: Registration Rights Agreement (First Wind Holdings Inc.), Registration Rights Agreement (First Wind Holdings Inc.)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including any required filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), ; (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (; but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement, which shall be the responsibility of each such Holder. The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx, Xxxxxx & Xxxxxxx LLP or such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 2 contracts

Samples: Registration Rights Agreement (Ashland Inc.), Registration Rights Agreement (Ashland Inc.)

Registration Expenses. All fees and expenses incident to the CompanyIssuer’s performance of or compliance with this AgreementAgreement (other than any discounts or commissions) shall be borne by the Issuers, including whether or not the Exchange Offer Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without limitation limitation, (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicablewithout limitation, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky sky” laws (including including, without limitation, fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky sky” qualifications of the Shares Exchange Notes and determination of their the eligibility of the Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Notes are located, in the case of an Exchange Offer, or (y) as provided in Section 4(h) hereof, in the managing underwriters or case of Exchange Notes to be sold by a Participating Broker-Dealer during the Demand Holders may designateApplicable Period)), (iiiii) all printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares Exchange Notes in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, all (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Issuers, (v) fees and disbursements of all independent certified public accountants of the Company Issuers, (vi) Securities Act liability insurance, if the Issuers desires such insurance, (vii) fees and its Subsidiaries (including the expenses of all other Persons retained by any special audit of the Issuers, (viii) internal expenses of the Issuers (including, without limitation, all salaries and “cold comfort” letters required by expenses of officers and employees of the Company performing legal or incident to such performance)accounting duties), (ivix) all the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange exchange, and all the obtaining of a rating agency feesof the securities, in each case, if applicable, (vxi) all reasonable and documented out-of-pocket any required fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance filing required to be made with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicableFINRA, and (ixxii) for any Demand Holderthe expenses relating to printing, word processing and distributing the Exchange Offer Registration Statement and any other reasonable expenses customarily paid by documents necessary in order for the issuers of securitiesIssuers to comply with their obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, including reasonable each Participating Broker-Dealer shall pay all discounts and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the any sale of Registrable Securities will be borne Exchange Notes by the Holder or on behalf of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderit.

Appears in 2 contracts

Samples: Registration Rights Agreement (Alere Inc.), Registration Rights Agreement (Inverness Medical Innovations Inc)

Registration Expenses. All expenses incident to the CompanyPubCo’s performance of or compliance with this AgreementAgreement shall be paid by PubCo, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company PubCo and of all independent certified public accountants or independent auditors of the Company PubCo and its Subsidiaries any subsidiaries of PubCo (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company PubCo so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of legal counsel for the selling Holders, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the CompanyPubCo in connection with any Registration or sale, and the reasonable and documented fees (xii) all of PubCo’s internal expenses (including all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties) and (xiii) all expenses related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders of a majority of the Registrable Securities included in and underwriters, if so requested. All such Demand Registration, Piggyback expenses are referred to herein as “Registration or Shelf Registration, as applicable, Expenses”. PubCo shall not be required to pay any fees and (ix) for any Demand Holder, any other reasonable expenses disbursements to underwriters not customarily paid by the issuers of securitiessecurities in an offering similar to the applicable offering, including reasonable underwriting discounts and documented legal fees commissions and expenses for such Demand Holder’s legal counsel transfer taxes, if other than the legal counsel selected by the Holders in (viii) aboveany, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 2 contracts

Samples: Business Combination Agreement (NORTHERN REVIVAL ACQUISITION Corp), Business Combination Agreement (StoneBridge Acquisition Corp.)

Registration Expenses. (a) All expenses incident to the CompanyIssuer’s performance of or compliance with this AgreementAgreement will be borne by the Issuer regardless of whether a Registration Statement becomes or is declared effective, including including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with United States federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Issuer and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of the Trustee and its counsel; and (vi) all fees and disbursements of independent certified public accountants of the Company and its Subsidiaries Issuer (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Issuer will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred of any Person, including special experts, retained by the Issuer. For the avoidance of doubt, except as provided in Section 8 entitled “Indemnification,” no Initial Purchaser or Holder shall be responsible for the expenses incident to the Guarantor’s performance of or compliance with this Agreement regardless of whether a Registration Statement becomes or is declared effective. (b) In connection with any Shelf Registration Statement required by this Agreement, the listing Issuer will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shares on any securities exchange and all rating agency fees, (v) all Shelf Registration Statement for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid who shall be Xxxxxx & Xxxxxxx LLP or such other counsel as may be chosen by the issuer or sellers Holders of securities, including liability insurance if a majority in principal amount of the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared. (excluding c) Each Holder will pay all underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of Registrable Securities will be borne by the Holder or disposition of such Registrable Holder’s Transfer Restricted Securities and (z) pursuant to the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderShelf Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Centerpoint Energy Resources Corp), Registration Rights Agreement (Enable Midstream Partners, LP)

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company and the Guarantor shall be borne by the Company and the Guarantor, including including, without limitation limitation, (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicablewithout limitation, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including Blue Sky laws, including, without limitation, reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)Registrable Securities, (iiiii) all printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders of the majority in Amount of Registrable Securities included in any Registration Statement, all (iii) messenger, telephone and delivery expenses of the Company and the Guarantor, (iv) fees and disbursements of counsel for the Company and the Guarantor and reasonable fees and disbursements of all one special counsel for the Holders of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of its independent certified public accountants of the Company and its Subsidiaries (including including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Company and the Guarantor desire such insurance, (vii) fees and expenses of all other Persons retained by the Company and the Guarantor, (viii) internal expenses of the Company and the Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Company and the Guarantor performing legal or accounting duties), (ivix) all the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange exchange, if applicable, and (xi) the expenses relating to printing, word processing and distributing all rating agency feesRegistration Statements and any other documents necessary in order to comply with this Agreement. Notwithstanding anything in this Agreement to the contrary, each Holder shall pay all underwriting discounts and brokerage commissions with respect to any Registrable Securities sold by it. (vb) all The Company and the Guarantor shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other not more than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority in Amount of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderRegistration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nabors Industries LTD), Registration Rights Agreement (Core Laboratories N V)

Registration Expenses. (a) All expenses incident to the Company’s performance of of, or compliance with with, its obligations under this Agreement, including without limitation (ii)(A) all registration and filing fees, and any other (B) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by such term is defined in FINRA Rule 5121 or the rules and regulations of FINRAequivalent rule incorporated into the FINRA rulebook), (iiC) all fees and expenses of compliance with state securities or and “blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iiiD) all printing and related messenger and delivery expenses (including expenses of printing certificates certificates, if any, for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses, all fees prospectuses if the printing of prospectuses and disbursements Issuer Free Writing Prospectuses is requested by a holder of counsel for the Company Registrable Securities or underwriter) and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance))copying expenses, (ivE) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters, “agreed-upon procedures” letter and opinions), (G) reasonable fees and expenses of counsel to Subscriber and the other Selling Holders (who shall be selected by Subscriber), (H) except as provided in clause (b) below, the fees and expenses of every nationally recognized investment bank engaged in connection with a Takedown Request, Demand Registration Statement or a Piggyback Registration, (collectively, the “Registration Expenses”) and (ii) any expenses described in clauses (i)(A) through (H) above incurred in connection with the marketing and sale of Registrable Securities (“Offering Expenses”) shall be borne by the Company, regardless of whether a registration is effected, marketing is commenced or sale is made. The Company shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing of the Shares securities to be registered on any each securities exchange and all rating agency fees, (v) all reasonable and documented outincluded in each established over-ofthe-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid counter market on which similar securities issued by the issuer Company are then listed or sellers traded. (b) Each Selling Holder shall pay its portion of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding all underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of such Selling Holder’s Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of pursuant to any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderregistration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Anghami Inc), Transaction Agreement (Anghami Inc)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with (including filings required to be made with any stock exchange, the Commission and FINRA NASD (including, if applicable, the fees and expenses (excluding underwriting discounts or commissions) of any "qualified independent underwriter" and its counsel counsel, as may be required by the rules and regulations of FINRAthe NASD), ); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company New Preferred Stock or New Exchange Debentures and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, in accordance with Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the New Preferred Stock or New Exchange Debentures on a national exchange or automated quotation system if required hereunder; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the listing Company will reimburse the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other not more than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority in Liquidation Preference or principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 2 contracts

Samples: Registration Rights Agreement (Concentric Network Corp), Registration Rights Agreement (Intermedia Communications of Florida Inc)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including any required filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), ; (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (; but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement, which shall be the responsibility of each such Holder. The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cravath, Swaine & Xxxxx LLP or such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 2 contracts

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

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of the FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any Person, including special experts experts, retained in connection with by the requested registration (excluding Company. Each Holder shall pay underwriting discounts and commissions commissions, and the fees of any counsel retained by or on behalf of the underwriters, and transfer taxes, if any, related to the sale or disposition of a Holder’s Securities pursuant to any Shelf Registration Statement. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Xxxxxx Xxxxxx & Xxxxxxx llp or such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 2 contracts

Samples: Registration Rights Agreement (International Lease Finance Corp), Registration Rights Agreement (International Lease Finance Corp)

Registration Expenses. All Except as expressly provided herein, all expenses incident to the CompanyIssuer’s performance of or compliance with this AgreementAgreement shall be paid by the Issuer, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters compliance with any securities or the Demand Holders may designate)“Blue Sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities, if any, in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company Issuer and of all independent certified public accountants of the Company and its Subsidiaries Issuer (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), (ivv) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and or quotation of the Registrable Securities on any inter-dealer quotation system, (vi) all applicable rating agency feesfees with respect to the Registrable Securities, (vvii) all reasonable and documented out-of-pocket fees and disbursements of one legal counsel selected by each Investor participating in the Selling Investors’ Counselsale, (viviii) all any reasonable fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers issuers of securities, including liability insurance if the Company so desires or if the underwriters so require (ix) all fees and expenses of any special experts or other Persons retained by the Issuer in connection with any Registration, (x) all of the requested registration Issuer’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xi) all expenses of the Issuer related to the “road-show” for any Underwritten Offering, including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Issuer shall not be required to pay underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 2 contracts

Samples: Registration Rights Agreement (ProSight Global, Inc.), Registration Rights Agreement (ProSight Global, Inc.)

Registration Expenses. All The Company shall pay all expenses arising from or incident to the Company’s its performance of of, or compliance with with, this Agreement, including including, without limitation limitation, (i) all Commission, stock exchange and NASD registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance incurred in complying with state securities or "blue sky sky" laws (including fees reasonable fees, charges and disbursements of counsel for the underwriters or Selling Investors to any underwriter incurred in connection with "blue sky sky" qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions Registrable Securities as the managing underwriters or the Demand Holders may designatebe set forth in any underwriting agreement), (iii) all printing and related printing, messenger and delivery expenses expenses, (including iv) the fees, charges and expenses of printing certificates for one counsel to the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectusesits independent public accountants and any other accounting fees, all charges and expenses incurred by the Company (including, without limitation, any expenses arising from any "cold comfort" letters or any special audits incident to or required by any registration or qualification) and, in the case of Demand Registration or an S-3 Registration, any legal fees, charges and expenses of one special counsel selected by the Initiating Holders or the S-3 Initiating Holders, as the case may be, (v) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration or piggy-back registration thereon, Incidental Registration or S-3 Registration pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective and (vi) fees and disbursements of counsel for the Company underwriters, selling brokers, dealers, managers and similar securities industry professionals relating to distribution of all independent certified public accountants Registrable Securities. All of the Company and its Subsidiaries (including expenses described in the expenses preceding sentence of this Section 7(d) are referred to herein as "Registration Expenses." The Designated Holders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any special audit broker's commission or underwriter's discount or commission relating to registration and “cold comfort” letters required by or incident sale of such Designated Holders' Registrable Securities in proportion to the number of Registrable Securities that each Designated Holder shall have registered pursuant to such performance))Registration Statement and, subject to clause (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) shall bear the fees and expenses of any other their own counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tickets Com Inc), Registration Rights Agreement (Tickets Com Inc)

Registration Expenses. All reasonable fees and expenses incident to the Company’s performance of or compliance with this Agreement, Agreement by the Corporation (including without limitation (i) all registration and filing fees, and any other fees (including fees and expenses associated with respect to (A) filings required to be made with any stock exchangethe National Association of Securities Dealers, the Commission Inc. and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky laws (sky” laws, including any fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities pursuant to Section 6(h)), (iiiii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses if the printing of Prospectuses is requested by the managing underwriters, all if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Corporation, (iv) fees and disbursements of counsel for the Company Corporation, (v) expenses of the Corporation incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries referred to in Section 6(o)(iii) hereof (including the expenses of any special audit and “cold comfort” letters required by this Agreement) and any other Persons, including special experts retained by the Corporation, and (vii) fees and disbursements of one counsel for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holder delivering a Demand Notice or incident to such performance)Take-Down Notice (and otherwise, by the holders of a majority of the Registrable Securities being sold in connection therewith) shall be borne by the Corporation whether or not any Registration Statement is filed or becomes effective. In addition, the Corporation shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange on which similar securities issued by the Corporation are then listed and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselPerson, accountants or other persons including special experts, retained or employed by the Corporation. The Corporation shall not be required to pay (i) fees and disbursements of any counsel retained by any Holder will holder of Registrable Securities or by any underwriter (except as set forth in clauses 7(i)(B) and 7(vii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by the Corporation), or (iii) any other expenses of the holders of Registrable Securities not specifically required to be borne paid by such Holderthe Corporation pursuant to the first paragraph of this Section 7.

Appears in 2 contracts

Samples: Registration Rights Agreement (Advanced Disposal Services, Inc.), Registration Rights Agreement (Advanced Disposal Services, Inc.)

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company shall be borne by the Company whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective, including including, without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, (A) fees and expenses associated with respect to filings required to be made with any stock exchange, the Commission NASD in connection with an underwritten offering and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)Blue Sky laws, (iiiii) all printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares Securities or Exchange Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, all if any, by the Holders of a majority in aggregate principal amount of the Securities included in any Registration Statement or sold by any Exchanging Dealer, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all the Company's independent certified public accountants of the Company and its Subsidiaries (including including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance by or incident to such performance)), (ivvi) rating agency fees, if any, and any fees associated with making the Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Company desires such insurance, (viii) fees and expenses of all other persons retained by the Company, (ix) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (x) the expense of any annual audit, (ix) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange or any inter-dealer quotation system, if applicable, and (xii) the expenses relating to printing, word processing and distributing all rating agency feesRegistration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (vb) all The Company shall (i) reimburse the Holders of the Securities being registered in a Shelf Registration Statement for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, not more than one counsel (viin addition to appropriate local counsel) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that Registration Statement and (xii) any underwriting discounts, commissions or fees reimburse out-of-pocket expenses (other than legal expenses) of Holders of Securities incurred in connection with the registration and sale of the Registrable Securities will be borne by pursuant to a Shelf Registration Statement or in connection with the Holders pro rata on the basis exchange of the number of Shares so registered and sold, (y) transfer taxes with respect Securities pursuant to the sale of Registrable Securities will be borne by Exchange Offer. In addition, the Holder of such Registrable Securities and (z) Company shall reimburse the Initial Purchaser for the reasonable fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will one counsel in connection with the Exchange Offer which shall be borne by such HolderBrown & Wood LLP.

Appears in 2 contracts

Samples: Exchange and Registration Rights Agreement (Ampex Corp /De/), Exchange and Registration Rights Agreement (Ampex Corp /De/)

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company shall be borne by the Company, whether or not any Registration Statement is filed or becomes effective, including without limitation all (i) all registration and filing fees, and including fees payable in connection with the listing of securities on any other securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with state securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any Registration Statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) fees and expenses of counsel for the Company, (vii) fees and expenses for all independent certified public accountants (including the expenses relating to any comfort letters or costs associated with filings required to be made the delivery by independent certified public accountants of any comfort letters), (viii) fees and expenses of any special experts retained by the Company in connection with any stock exchangeregistration, (ix) fees and expenses of custodians, transfer agents and registrars appointed in connection with any registration, (x) fees and expenses of underwriters, including the Commission fees and FINRA (including, if applicable, expenses of any counsel thereto and the fees and expenses of any “qualified independent underwriter,and its counsel as may be required by the rules and regulations but in any event excluding any discounts, commissions or fees of FINRAunderwriter(s), placement agents, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities, (iixi) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors incurred in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)any Securities Act liability insurance, (iiixii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special annual audit and “cold comfort” letters required by or incident to such performance))interim review, (ivxiii) all fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency feesexchange, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viiixiv) fees and expenses of other Persons any Person, including special experts, retained by the CompanyCompany (except for those fees and expenses excluded pursuant to the preceding clause (x), (xv) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xvi) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xvii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies, and (xviii) costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 13.4(l). (b) In connection with any registration hereunder, the Company shall reimburse the holders of the Registrable Securities being registered in such registration for the reasonable and documented fees and expenses disbursements of not more than one legal counsel (together with appropriate local counsel) chosen by by, (A) in the Holders case of any Demand Registration, the Requesting Holder, and (B) in the case of any Piggyback Registration, the holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderPiggyback Registration.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Hc2 Holdings, Inc.), Business Purchase Agreement (Hc2 Holdings, Inc.)

Registration Expenses. All fees and expenses incident to the CompanyMonsoon’s performance of of, or compliance with with, its obligations under this Agreement, Agreement including without limitation (ia) all registration and filing fees, all fees and any other expenses of compliance with securities and blue sky laws (including the reasonable and documented fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities pursuant to Section 2.06) and all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)such term is defined in FINRA Rule 5121, (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iiib) all printing and related messenger and delivery copying expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements prospectuses as requested by any holder of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)Registrable Securities), (ivc) all messenger, telephone and delivery expenses, (d) all fees and expenses of Monsoon’s independent certified public accountants and counsel (including, with respect to “comfort” letters and opinions) and (e) all reasonable fees and disbursements of one single primary outside counsel and one outside Mauritius local counsel, which counsels shall be selected by the holders of a majority of the Registrable Securities being sold (collectively, the “Registration Expenses”) shall be borne by Monsoon and, in respect of clauses (d) and (e) above, shall be paid as such expenses are incurred. The Registration Expenses shall be borne by Monsoon regardless of whether or not any registration statement is filed or becomes effective. Monsoon will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance), the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by Monsoon are then listed or traded and any expenses of Monsoon incurred in connection with any “road show”. Each Selling Holder shall pay its pro rata portion (based on the listing number of the Shares on any securities exchange and Registrable Securities registered) of all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of such Selling Holder’s Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of pursuant to any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderregistration.

Appears in 2 contracts

Samples: Registration Rights Agreement (Naspers LTD), Registration Rights Agreement (MakeMyTrip LTD)

Registration Expenses. All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Registrants shall be borne by the Registrants whether or not a Shelf Registration is filed or becomes effective, including including, without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, (A) fees and expenses associated with respect to filings required to be made with any stock exchange, the Commission NASD in connection with an underwritten offering and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky Blue Sky laws (including including, without limitation, reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky Blue Sky qualifications of the Shares Registrable Securities and determination of their the eligibility of the Registrable Securities for investment under the laws of such jurisdictions in the United States as the managing underwriters or the Demand Holders may designateprovided in Section 4(h)), (iiiii) all printing and related messenger and delivery expenses (including including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company DTC and of printing prospectusesprospectuses if the printing of prospectuses is requested by the managing underwriters, all if any, or, in respect of Registrable Securities, by the Holders of a majority of shares of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Registrants, (v) fees and disbursements of all independent certified public accountants for the Registrants, (vi) rating agency fees, (vii) Securities Act liability insurance, if the Registrants desire such insurance, (viii) fees and expenses of all other Persons retained by the Registrants, (ix) internal expenses of the Company Registrants (including, without limitation, all salaries and its Subsidiaries (including the expenses of any special audit officers and “cold comfort” letters required by employees of the Registrants performing legal or incident to such performance)accounting duties), (ivx) all the expense of any annual audit, (xi) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange and all rating agency feesexchange, if applicable, (vxii) the expenses relating to printing, word processing and distributing all reasonable Registration Statements, underwriting agreements, securities sales agreements, indentures and documented out-of-pocket fees any other documents necessary in order to comply with this Agreement and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viiixiii) fees and expenses of other Persons retained by the Company, Trustees and the trustee under the Indenture (including reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in to such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holdertrustees).

Appears in 2 contracts

Samples: Registration Rights Agreement (Aes Trust Ii), Registration Rights Agreement (Aes Trust Vii)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses of the Company (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any controlled Affiliates of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency feesfees with respect to the Registrable Securities, (vviii) all reasonable and documented out-of-pocket fees and disbursements of counsel for each Demand Holder to the Selling Investors’ Counselextent that it participates in such Registration or sale, (viix) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (x) all of the requested registration Company’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xi) all expenses of the Company related to the “road-show” for any Underwritten Public Offering (including the reasonable out-of-pocket “road-show” expenses of each Demand Holder), including all travel, meals and lodging. All such expenses are referred to herein as “Registration Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will Securities, which shall be borne paid by the Holder participating Holders in proportion to the number of such Registrable Securities offered and (z) the fees and expenses sold by or on behalf of any other counsel, accountants or other persons retained or employed by any Holder will be borne by each such Holder.

Appears in 2 contracts

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

Registration Expenses. All expenses incident to the CompanyPzena Inc.’s performance of of, or compliance with with, its obligations under this AgreementAgreement including, including without limitation (i) limitation, all registration and filing fees, all fees and any other expenses of compliance with securities and “blue sky” laws, all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by such term is defined in Schedule E of the rules and regulations By-Laws of the FINRA), (ii) all fees and expenses of compliance with state securities or and “blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iii) all printing and related messenger and delivery expenses (including including, without limitation, expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by a holder of Registrable Securities) and copying expenses, all messenger and delivery expenses and all fees and disbursements expenses of counsel for the Company and of all Pzena Inc.’s independent certified public accountants of the Company and its Subsidiaries counsel (including the expenses of any special audit and including, without limitation, with respect to cold comfort” letters required and opinions) (collectively, the “Registration Expenses”) shall be borne by or incident the each of Holders in proportion to the number of Registrable Securities that they choose to include in any Shelf Registration Statement, regardless of whether a Transfer is effected, except in the case of an Underwritten Offering for which each Selling Holder shall bear all such performance))expenses in proportion to the number of Registrable Securities that each chooses to Transfer in such Underwritten Offering. Pzena Inc. will pay its internal expenses (including, (iv) without limitation, all fees salaries and expenses incurred in connection with of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees for listing of the Shares Registrable Securities on any each securities exchange and included in each established over-the-counter market on which similar securities issued by Pzena Inc. are then listed or traded. Each Selling Holder shall pay its portion of all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of such Selling Holder’s Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of pursuant to any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderShelf Registration Statement.

Appears in 2 contracts

Samples: Resale and Registration Rights Agreement (Pzena Investment Management, Inc.), Resale and Registration Rights Agreement (Pzena Investment Management, Inc.)

Registration Expenses. (a) All expenses incident to the Companycompany’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with respect to filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all Financial Industries Regulatory Authority fees and expenses of compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters underwriter or Selling Investors underwriters, if any, or selling holders in connection with blue sky registrations of qualifications of the Shares Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters underwriter or underwriters, if any, or holders of a majority of the Demand Holders aggregate principal amount of Registrable Securities being sold may reasonably designate), (iii) all printing and related messenger expenses, messenger, telephone and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company expenses, and of printing prospectuses, all fees and disbursements of counsel for the Company and for the sellers of the Registrable Securities (subject to the provisions of Section 6(b) hereof) and of all independent certified public accountants of the Company and its Subsidiaries company (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance), underwriters, selling brokers, dealer managers (or similar securities industry professionals relating to the distribution of the Registrable Securities or legal expenses of any person other than the Company and the selling holders), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including acts liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons persons retained by the Company, and the reasonable and documented fees and Company (all such expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback being herein called “Registration or Shelf Registration, as applicable, and (ixExpenses”) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective effective, except as otherwise required by applicable laws. The Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees accounting expenses incurred in connection with the sale listing of the Registrable Securities will securities to be borne registered on each securities exchange on which similar securities issued by the Holders pro rata on the basis of the number of Shares so registered Company are then listed and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselperson, accountants or other persons including special experts, retained or employed by any Holder the Company. (b) In connection with such Registration Statement to be filed hereunder, the Company will be borne reimburse the holders of Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel chosen by the holders of a majority of the aggregate principal amount of such HolderRegistrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Neutra Corp.), Registration Rights Agreement (Aristocrat Group Corp.)

Registration Expenses. All expenses incident to the Company’s performance of or compliance with this AgreementAgreement shall be paid by the Company, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchangethe SEC, the Commission FINRA and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA)other comparable regulatory agencies, (ii) all fees and expenses of in connection with compliance with state any securities or blue sky “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities), (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses of the Company (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and its Subsidiaries any subsidiaries of the Company (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (ivv) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of the Shares Registrable Securities on any securities exchange and or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all applicable rating agency feesfees with respect to the Registrable Securities, (vviii) all reasonable fees and documented out-of-pocket disbursements for one counsel for the Sponsor Investors, including all reasonable fees for an opinion from such counsel to each such participating Sponsor Investor, (ix) all reasonable fees and disbursements for one counsel for the participating Holders other than the Sponsor Investors, including all reasonable fees for an opinion from such counsel to each such participating Holder, (x) all reasonable fees and disbursements of the Selling Investors’ CounselCompany’s independent accountants, including the expenses of any “cold comfort” letters, (vixi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the requested registration Company’s internal expenses (excluding including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses of the Company related to the “road-show” for any Underwritten Public Offering. All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale of Registrable Securities will Securities, which shall be borne paid by the Holder participating Holders in proportion to the number of such Registrable Securities offered and (z) the fees and expenses sold by or on behalf of any other counsel, accountants or other persons retained or employed by any Holder will be borne by each such Holder.

Appears in 2 contracts

Samples: Registration Rights Agreement (LifeStance Health Group, Inc.), Registration Rights Agreement (LifeStance Health Group, Inc.)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA NASD (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRAthe NASD), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)). The Company will, (iv) all in any event, bear its internal expenses, the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Xxxxxxx Xxxxxxx & Xxxxxxxx LLP or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 2 contracts

Samples: Registration Rights Agreement (Unitedhealth Group Inc), Registration Rights Agreement (Unitedhealth Group Inc)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the “Plan of Distribution”, (v) all or similarly titled section, contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of not more than one counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 2 contracts

Samples: Registration Rights Agreement (Puget Sound Energy Inc), Registration Rights Agreement (Puget Sound Energy Inc)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any Person, including special experts experts, retained in connection with by the requested registration (excluding Company. Notwithstanding the foregoing, the Holders of Transfer Restricted Securities shall pay all agency fees and commissions and underwriting discounts and commissions commissions, if any, and transfer taxes, if any, attributable to the sale of such Transfer Restricted Securities, and the fees and disbursements of any counsel to underwriters or other advisor or experts retained by such Holders (severally or jointly), other than such the counsel and experts specifically referred to above. (b) In connection with any Shelf Registration Statement required by this Agreement, the Company will reimburse the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement for the reasonable fees and disbursements incurred in connection with any registration of not more than one counsel, who shall be Shearman & Sterling LLP or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of such other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 2 contracts

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

Registration Expenses. All (a) Except as set forth in Section 6(b) hereof, all expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement (the "Registration Expenses") will be borne by the --------------------- Company, regardless of whether a Shelf Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with (including filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRANASD), ; -- (ii) all reasonable fees and expenses of compliance with state federal securities or state blue sky laws laws; (including iii) expenses of printing (including, without limitation, expenses of printing or engraving certificates for the Transfer Restricted Securities in a form eligible for deposit with Depository Trust Company and of printing the Prospectus and any Preliminary Prospectus), messenger and delivery services and telephone; (iv) fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), Company; (iiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and "cold comfort" letters required by or incident incidental to such performancethe preparation and filing of a Shelf Registration Statement and Prospectus and the disposition of Transfer Restricted Securities)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, ; and (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by listing the CompanyTransfer Restricted Securities on any securities exchange or quotation system in accordance with Section 5(p) hereof. The Company will, and the reasonable and documented fees in any event, bear its internal expenses (including, without limitation, all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties), the Holders expense of a majority of the Registrable Securities included in such Demand Registrationany annual audit, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal rating agency fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counselperson, accountants including special experts, retained by the Company. (b) The Holders of Transfer Restricted Securities shall bear the expense of any broker's commission or other persons retained Underwriter's discount or employed commission and the fees and expenses of any counsel for the Holders. In addition, each Holder of Transfer Restricted Securities shall pay all Registration Expenses to the extent required by applicable law. Notwithstanding anything herein to the contrary, the Company shall not be responsible for fees and expenses of counsel to any Holder will be borne by such HolderUnderwriter(s), whether in connection with the Shelf Registration Statement, NASD matters or otherwise, except to the extent specifically agreed in any underwriting agreement for an Underwritten Offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Chancellor Broadcasting Co /De/)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Shelf Registration Statement required by this Agreement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Common Stock to be issued upon conversion of the Notes and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company (subject to clause (b) below); (v) all application and filing fees in connection with listing the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Shelf Registration Statement required by this Agreement, the listing Company will pay, on behalf of the Shares on any securities exchange Initial Purchaser and all rating agency feesthe Holders selling Transfer Restricted Securities pursuant to the "Plan of Distribution" contained in the Shelf Registration Statement, (v) all the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securitieswho shall be Ropes & Xxxx LLP, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel unless another firm shall be chosen by the Holders of a majority in aggregate principal amount of the Registrable Transfer Restricted Securities included in (provided that holders of Common Stock issued upon conversion of the Notes shall be deemed to be holders of the aggregate principal amount of Notes from which such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ixCommon Stock was converted) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for whose benefit such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Shelf Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Akamai Technologies Inc)

Registration Expenses. All Any and all expenses incident to the Company’s performance of or compliance with this Agreement, including including, without limitation limitation: (i) all registration Commission, securities exchange, NASD registration, listing, inclusion and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of incurred in connection with compliance with international, federal or state securities or blue sky laws (including including, without limitation, any registration, listing and filing fees and reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications qualification of any of the Registrable Shares and determination the preparation of their eligibility for investment under a blue sky memorandum and compliance with the laws rules of such jurisdictions as the managing underwriters or the Demand Holders may designateNASD), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and “cold comfort” letters required by distributing any Registration Statement, any Prospectus, any amendments or incident supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to such performance))the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on any securities exchange and all rating agency feesor the Nasdaq Stock Market pursuant to Section 4(m) of this Agreement, (v) all reasonable and documented out-of-pocket the fees and disbursements of counsel for the Selling Investors’ CounselCompany and of the independent public accountants of the Company (including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance), and reasonable fees and disbursements of one counsel for the selling Holders to review the Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement, and, if the Company notifies the Holders pursuant to Section 2(b) hereof of its intent to file an IPO Registration Statement within one year of the date of this Agreement, the IPO Registration Statement, provided that such fees and disbursements of counsel for the selling Holders do not exceed an aggregate of $20,000, and (vi) all any fees and documented out-of-pocket disbursements of underwriters customarily paid by issuers in issues and sales of securities (including the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require fees and expenses of any special experts retained by the Company in connection with the requested registration (excluding underwriting any Registration Statement), provided, however, that Registration Expenses shall exclude brokers' or underwriters' discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by a Holder and the fees and disbursements of any counsel to underwriters (the Holders other than such fees and disbursements incurred as provided for in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), subparagraph (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viiiv) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Fieldstone Investment Corp)

Registration Expenses. All Except as expressly provided herein, all reasonable out-of-pocket expenses incident to incurred by the Company’s Company or the Investor in connection with the performance of or compliance with this AgreementAgreement and/or in connection with any Shelf Offering, including whether or not the same shall become effective, shall be paid by the Company, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of SEC or FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with compliance with any securities or “blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)sky” laws, (iii) all printing and related messenger printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company or other depositary and of printing prospectusesprospectuses and Company Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and cold comfort” comfort letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (viiivi) all fees and expenses of other Persons retained by incurred in connection with the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority listing of the Registrable Securities included in such Demand Registrationon any securities exchange on which similar securities of the Company are then listed, Piggyback Registration or Shelf Registration(vii) all applicable rating agency fees with respect to the Registrable Securities, as applicable(viii) all fees and disbursements of legal counsel for the Company, and (ix) for any Demand Holder, any other reasonable expenses fees and disbursements of underwriters customarily paid by issuers or sellers of securities and (x) all of the issuers Company’s internal expenses (including all salaries and expenses of securitiesits officers and employees performing legal or accounting duties). All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay, including reasonable and documented legal the Investor will bear and pay, all fees and expenses for such Demand Holder’s disbursements of legal counsel if other than for the legal counsel selected by the Holders in (viii) aboveInvestor, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) all underwriting discounts and whether or not all or any portion of commissions applicable to the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered sold for its account and sold, (y) all transfer taxes with respect (if any) attributable to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderSecurities.

Appears in 1 contract

Samples: Registration Rights Agreement (Pharvaris N.V.)

Registration Expenses. All Whether or not any Registration Statement is filed or becomes effective, except with respect to a Demand Registration that is unreasonably withdrawn by all applicable Holders pursuant to Section 2.2(c), the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other (ii) all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA securities exchange or with any other governmental or quasi-governmental authority; (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiiii) all fees and expenses of compliance with state securities or blue sky laws (laws, including reasonable fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)therewith, (iiiiv) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company Registrable Securities and of printing prospectusesprospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of counsel for the Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange this Agreement) and all rating agency feesother persons retained by the Company in connection with such Registration Statement, (vix) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (viiSelling Expenses) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers or sellers of securitiessecurities and, including reasonable and documented legal (x) all other costs, fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by incident to the Company’s performance or compliance with this Agreement (all such expenses, regardless “Registration Expenses”). The Selling Holders shall be responsible for the fees and expenses of whether the Registration Statement becomes effective (or such offering is completed) Holders’ Counsel and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registrationSelling Expenses; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of Company shall be responsible for the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the reasonable fees and expenses of Holders’ Counsel up to $50,000 with respect to any other counselregistration pursuant to this Agreement of any Registrable Securities of a Holder that is a member of the Kinove Holdings Affiliated Group. The Company will, accountants in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or other persons retained accounting duties), the expenses of any annual audit or employed by quarterly review and the expenses of any Holder will liability insurance. The Company shall have no obligation to pay any Selling Expenses. It is understood and agreed that the obligation of the Company to pay expenses as set forth in this Section 2.7 is subject to applicable Luxembourg corporate law and that such expenses may not exceed such amount, if any, as would cause the Company to violate such law. Accordingly, if the Board of Directors receives written advice of external counsel that some or all of the expenses the Company would otherwise be borne by obligated to pay under this Section 2.7 in any particular instance would exceed such Holderan amount and thereby cause the Company to violate such law, the Board of Directors may, in its good faith judgment, determine that the Company shall pay only such portion of the expenses as would not exceed such amount, in which case the Company’s obligation pursuant to this Section 2.7 would be limited to such amount in that instance.

Appears in 1 contract

Samples: Registration Rights Agreement (Orion Engineered Carbons S.A.)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Xxxxx & XxXxxxx LLP or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Cardinal Health Inc)

Registration Expenses. All expenses incident to the --------------------- Company’s 's performance of or and compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation limitation; (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and the Private Exchange and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel counsels for the Company and the Pass Through Trustee; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any person, including special experts experts, retained in by the Company. (a) In connection with any Registration Statement required by this Agreement, the requested registration (excluding Company will reimburse the Purchasers and the holders of Transfer Restricted Securities who are tendering Initial Securities in the Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements, not to exceed $25,000 in the aggregate, of not more than one counsel, chosen by the holders of a majority in principal amount of the Securities for whose benefit such Registration Statement is being prepared; provided, however, that such -------- ------- counsel shall be the Special Counsel. Each Holder shall pay all underwriting discounts and discounts, commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect relating to the sale of Registrable Securities will be borne by the Holder or disposition of such Registrable Holder's Securities and (z) pursuant to the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderShelf Registration.

Appears in 1 contract

Samples: Registration Rights Agreement (Mirant Mid Atlantic LLC)

Registration Expenses. (a) All fees and expenses incident to the Company’s performance of or compliance with this AgreementAgreement by the Company shall be borne by the Company whether or not the Shelf Registration Statement is filed or becomes effective, including including, without limitation limitation, (i) all registration and filing feesfees (including, and any other without limitation, (A) fees and expenses associated with respect to filings required to be made with any stock exchange, the Commission NASD in connection with an underwritten offering and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (iiB) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate)Blue Sky laws, (iiiii) all printing and related messenger and delivery expenses (including expenses, including, without limitation, expenses of printing certificates for the Shares Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesprospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, all if any, by the Holders of a majority in aggregate principal amount of the Securities included in any Registration Statement,(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company Company, (v) fees and disbursements of all the Company's independent certified public accountants of the Company and its Subsidiaries (including including, without limitation, the expenses of any special audit and "cold comfort" letters required by or incident to such performance by or incident to such performance)), (ivvi) rating agency fees, if any, and any fees associated with making the Securities or Exchange Securities eligible for trading through The Depository Trust Company, (vii) Securities Act liability insurance, if the Company desires such insurance, (viii) fees and expenses of all other persons retained by the Company, (ix) internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or accounting duties), (x) the expense of any annual audit, (ix) the fees and expenses incurred in connection with the listing of the Shares securities to be registered on any securities exchange or any inter-dealer quotation system, if applicable, and (xii) the expenses relating to printing, word processing and distributing all rating agency feesRegistration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. (vb) all The Company shall reimburse (i) the Holders of the Securities being registered in a Shelf Registration Statement for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, not more than one counsel (viin addition to appropriate local counsel) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; providedRegistration Statement, however, that (xii) any underwriting discounts, commissions or fees out-of-pocket expenses (other than legal expenses) of Holders of Securities incurred in connection with the registration and sale of the Registrable Securities will be borne by the Holders pro rata on the basis pursuant to a Shelf Registration Statement and (iii) reasonable legal fees and expenses, if any, of the number of Shares so registered and sold, (y) transfer taxes with respect Initial Purchaser relating to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities Shelf Registration Statement and (z) the fees and expenses of any other counsel, accountants amendment or other persons retained or employed by any Holder will be borne by such Holdersupplement thereto.

Appears in 1 contract

Samples: Warrant and Warrant Share Registration Rights Agreement (Ampex Corp /De/)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws; (v) the fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares Trustee and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), its counsel; (iiivi) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (vii) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (viii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Shearman & Sterling LLP or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Teck Resources LTD)

Registration Expenses. All fees and expenses incident to the CompanyParent’s performance of or compliance with its obligations under this AgreementArticle III, including without limitation (ia) all registration and filing fees, including all fees and any other expenses of compliance with securities and “blue sky” laws and all fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 5121 or any brokers’ or dealers’ expenses, including road show and its counsel as may be required by the rules and regulations of FINRAtravel expenses), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iiib) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Registrable Securities in a form eligible for deposit with The the Depository Trust Company and of printing prospectuses, all fees prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities) and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance))copying expenses, (ivc) all messenger, telephone and delivery expenses, (d) all fees and expenses of Parent’s independent certified public accountants and counsel (including with respect to “comfort” letters and opinions) and (e) expenses of Parent incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees“road show”, shall be borne solely by Parent whether or not any registration statement is filed or becomes effective. The Trustees shall pay (vi) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investorsunderwriters’, brokersCounsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires dealers’ discounts or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel relating to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Trustees’ Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered pursuant to any registration and sold(ii) all underwriters’, (y) transfer taxes with respect brokers’ or dealers’ expenses, including marketing, road show and travel expenses relating to the sale of the Trustee’s Registrable Securities will be borne Securities, and (iii) the Trustees’ legal fees and expenses. Notwithstanding the foregoing, in the event of an Underwritten Offering initiated by the Holder of Trustees in which Parent is not, and no other Person is, otherwise registering any Parent Common Stock, the Trustees shall reimburse the Company for all reasonable, out-of-pocket fees and expenses incurred by the Company in connection with such Registrable Securities and (z) Underwritten Offering, including the fees and expenses specified in this Section 3.6(a)-(e). The obligation of any other counselParent to bear and pay the fees and expenses as set forth in this Section 3.6 shall apply irrespective of whether a registration, accountants once properly demanded or other persons retained requested, becomes effective or employed by any Holder will be borne by such Holderis withdrawn or suspended.

Appears in 1 contract

Samples: Investor Agreement (Old National Bancorp /In/)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance)), (iv) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, Agreement will be borne by the Company, regardless of whether the a Registration Statement becomes effective effective, including without limitation: (i) all registration and filing fees and reasonable expenses (including filings made by the Initial Purchaser or such offering is completedany Holder with the NASD (and, if applicable, the reasonable fees and expenses of any "qualified independent underwriter") and whether or not all or any portion its counsel that may be required by the rules and regulations of the Registrable Securities originally requested NASD); (ii) all reasonable fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all reasonable expenses of printing (including printing certificates for the Series B Notes to be included issued in such registration are ultimately included in such registrationthe Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; provided(iv) all reasonable fees and disbursements of counsel for the Company and the Holders of Transfer Restricted Securities; (v) all application and filing fees, howeverif any, that (x) any underwriting discounts, commissions or fees in connection with listing the sale Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all reasonable fees and disbursements of independent certified public accountants of the Registrable Securities will be borne Company (including the reasonable expenses of any special audit and comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the Holders pro rata on the basis expenses of the number of Shares so registered any annual audit and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and/or the Shelf Registration Statement), the Company will reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, accountants or other persons retained or employed who shall be chosen by any Holder will be borne by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such HolderRegistration Statement is being prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Wci Steel Inc)

Registration Expenses. (a) All expenses incident to the Company’s Issuers' performance of or compliance with this AgreementAgreement will be borne by the Issuers, including jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by the Initial Purchaser or any Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Issuers and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). Each of the Issuers will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by either Issuer. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers, jointly and severally, will reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Milbank, Tweed, Xxxxxx & XxXxxx LLP or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Midstates Petroleum Co LLC)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA NASD (includingand, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel as that may be required by the rules and regulations of FINRAthe NASD), ); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Notes to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Xxxxxx & Xxxxxxx or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Precision Castparts Corp)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement will be borne by the Company, regardless whether a Registration Statement filed pursuant to Section 3 herein becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), SEC filing; (ii) all fees and expenses of compliance with state federal securities or state blue sky laws (including fees and disbursements of counsel for the underwriters Underwriters or Selling Investors selling Holders in connection with the "blue sky sky" qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designateRegistrable Securities pursuant to 5(h) herein), ; (iii) all printing and related messenger and delivery expenses (including expenses of printing (including, without limitation, expenses of printing or engraving certificates for the Shares Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesProspectuses), all messenger and delivery services and telephone. (iv) reasonable fees and disbursements of counsel for the Company and for the Holders of the Registrable Securities (subject to the provisions of Section 4(b) hereof); (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance)), ; (ivvi) all fees and expenses incurred associated with any NASD filing required to be made in connection with a Registration Statement, including, if applicable, the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts "qualified independent Underwriter" (and its counsel) that is required to be retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, the rules and regulations of the NASD; and (viiivii) fees and expenses of other Persons listing the Registrable Securities on any securities exchange or quotation system in accordance with Section 5(m) hereof. All such expenses being herein called "Registration Expenses." The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Holders of the Registrable Securities shall bear the expense of any broker's commission or Underwriters' discount or commission. (b) In connection with the Registration Statement, and the reasonable and documented Company will reimburse the Holders of Registrable Securities being registered pursuant to such Registration Statement for the fees and expenses disbursements of not more than one legal counsel chosen by a majority of the Holders of the for the fees and disbursements of not more than one counsel chosen by a majority of the Holders of the Registrable Securities to be included in the Registration Statement; provided, however, that in the case of an Underwritten Offering which includes shares of Common Stock, such counsel shall be chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers shares of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested Common Stock to be included in such registration are ultimately included in such registration; providedUnderwritten Offering. Notwithstanding the provisions of this Section 6, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale each Holder of Registrable Securities will be borne shall pay all registration expenses to the extent required by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderapplicable law.

Appears in 1 contract

Samples: Registration Rights Agreement (Headlands Mortgage Co)

Registration Expenses. (a) All expenses incident to the Company’s Issuers' performance of or compliance with this AgreementAgreement will be borne by the Company or the respective Guarantor, regardless of whether a Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA NASD (includingand, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel as that may be required by the rules and regulations of FINRAthe NASD), ); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Series B Notes to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries Issuers (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Issuers will bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by any Issuer. (b) In connection with any Shelf Registration Statement required by this Agreement, the listing Issuers will reimburse the Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shares on any securities exchange and all rating agency fees, (v) all Shelf Registration Statement for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of who shall be Lathxx & Xatkxxx xx such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Pillowtex Corp)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or and compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation limitation; (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Securities to be issued in a form eligible for deposit with The Depository Trust Company the Registered Exchange Offer and the Private Exchange and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance)), (iv) all ; but excluding fees and expenses incurred of counsel to any underwriter participating in connection with any disposition pursuant to the listing of the Shares on Shelf Registration Statement and any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with including any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained counsel of, and discounts and commissions relating to, any "qualified independent underwriter" engaged pursuant to Section 3(u) hereof) and transfer taxes relating to the sale or disposition of any Securities by a Holder; PROVIDED, HOWEVER, that nothing herein shall be construed to limit the Company's obligations under Section 4(b) herein. The Company will bear its internal expenses (including, and the reasonable and documented fees without limitation, all salaries and expenses of one its officers and employees performing legal counsel chosen by or accounting duties), the Holders expenses of a majority of the Registrable Securities included in such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, any annual audit and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, accountants or other persons retained or employed by any Holder will who shall be borne by Cravath, Swaine & Moore unless another firm shall be chosen xx xxx Holders of x xxxority in principal amount of the Transfer Restricted Securities for whose benefit such HolderRegistration Statement is being prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Graftech International LTD)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA NASD (includingand, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel as that may be required by the rules and regulations of FINRAthe NASD), ); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Notes to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectuses, Prospectuses); (iv) reasonable messenger and delivery services and telephone expenses; (v) all fees and disbursements of counsel for the Company and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (vi) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vii) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Shearman & Sterling or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective is being prepared. (or such offering is completedc) and whether or Notwithstanding the foregoing, the Company shall not all or have any portion of the Registrable Securities originally requested obligation to be included in such registration are ultimately included in such registration; provided, however, that (x) pay any underwriting discountsfees, discounts or commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect attributable to the sale by Holders of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderTransfer Restricted Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Monitronics International Inc)

Registration Expenses. (a) All expenses incident to the Company’s 's performance of or compliance with this AgreementAgreement (the "Registration Expenses") will be borne by the Company, regardless of whether a Shelf Registration Statement becomes effective, including without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated with (including filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRANASD), ; (ii) all fees and expenses of compliance with state federal securities or state blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all printing and related messenger and delivery expenses (including expenses of printing (including, without limitation, expenses of printing or engraving certificates for the Shares Transfer Restricted Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectusesthe Prospectus and any Preliminary Prospectus), all messenger and delivery services and telephone; (iv) fees and disbursements of counsel for the Company and for the Holders of the Transfer Restricted Securities (subject to the provisions of Section 6(b) hereof); (v) fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and "cold comfort" letters required by or incident incidental to such performancethe preparation and filing of a Shelf Registration Statement and Prospectus and the disposition of Transfer Restricted Securities)), ; (ivvi) all fees and expenses incurred associated with any NASD filing required to be made in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), Shelf Registration Statement; and (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons listing the Transfer Restricted Securities on any securities exchange or quotation system in accordance with Section 5(r) hereof. The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, rating agency fees and the fees and expenses of any Person, including special experts, retained by the Company. The Company shall not be responsible for any other expenses and costs, including, but not limited to, commissions, fees and discounts of brokers, dealers and agents. The Holders of Transfer Restricted Securities shall bear the expense of any broker's commission or Underwriter's discount or commission. (b) In connection with the Shelf Registration Statement, the Company will reimburse the Holders of Transfer Restricted Securities being registered pursuant to such Shelf Registration Statement for the reasonable and documented fees and expenses disbursements of not more than one legal counsel chosen by the Holders of a majority of the Registrable outstanding Transfer Restricted Securities included in (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the aggregate principal amount of Debentures converted into such Demand RegistrationCommon Stock for purposes of such calculation). Notwithstanding the provisions of this Section 6(b), Piggyback each Holder of Transfer Restricted Securities shall pay all Registration or Shelf Registration, as applicableExpenses to the extent required by applicable law, and (ix) if the Shelf Registration Statement is to be effected in the form of an Underwritten Offering, the discounts and commissions of the Underwriters, it being understood that the Company shall not be liable for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale expenses of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such HolderUnderwriters.

Appears in 1 contract

Samples: Registration Rights Agreement (Fpa Medical Management Inc)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company, including regardless of whether a Registration Statement becomes effective, including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA NASD (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRAthe NASD), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Notes to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any Person, including special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxesexperts, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and expenses disbursements of not more than one legal counsel, who shall be Xxxxxx Xxxxxx & Xxxxxxx LLP or such other counsel as may be chosen by the Holders of a majority in aggregate principal amount at maturity of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (PNA Group Holding CORP)

Registration Expenses. (a) All expenses incident to the Company’s performance of or and compliance with this AgreementAgreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation limitation; (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), expenses; (ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Securities to be issued in a form eligible for deposit with The Depository Trust Company the Registered Exchange Offer and the Private Exchange and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all rating agency fees, (v) all reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any person, including special experts experts, retained in by the Company. (b) In connection with any Registration Statement required by this Agreement, the requested registration (excluding underwriting discounts Company will reimburse the Initial Purchasers and commissions and transfer taxesthe Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, if anyas applicable, and for the reasonable fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification not to exceed $10,000) of Shares under the securities or blue sky laws of any state))not more than one counsel, (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practicewho shall be Cravath, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel Swaine & Xxxxx unless another firm shall be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (Cb Richard Ellis Corporate Facilities Management Inc)

Registration Expenses. (a) All expenses incident to the Company’s performance of or compliance with this AgreementAgreement will be borne by the Company regardless of whether a Registration Statement be- comes effective, including including, without limitation limitation: (i) all registration and filing fees, and any other fees and expenses associated (including filings made by any Initial Purchaser or Holder with filings required to be made with any stock exchange, the Commission and FINRA (includingand, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as that may be required by the rules and regulations of FINRA), ); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Demand Holders may designate), laws; (iii) all expenses of printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares Exchange Securities to be issued in a form eligible for deposit with The Depository Trust Company the Exchange Offer and printing of printing prospectusesProspectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company Company, and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of any special audit and “cold comfort” comfort letters required by or incident to such performance). The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all the expenses of any annual audit and the fees and expenses incurred in of any Person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the listing Exchange Offer Registration Statement and the Shelf Registration Statement), the Company, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Shares on any securities exchange and all rating agency feesExchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, (v) all as applicable, for the reasonable and documented out-of-pocket fees and disbursements of the Selling Investors’ Counselnot more than one counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer who shall be Xxxxxx Xxxxxx & Xxxxxxx LLP or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of such other counsel to underwriters (other than such fees and disbursements incurred in connection with any registration or qualification of Shares under the securities or blue sky laws of any state)), (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel as may be chosen by the Holders of a majority in principal amount of the Registrable Transfer Restricted Securities included in for whose benefit such Demand Registration, Piggyback Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by the issuers of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holderbeing prepared.

Appears in 1 contract

Samples: Registration Rights Agreement (ACL I Corp)

Registration Expenses. All Subject to the last sentence of this Section 7(d), and except as otherwise provided in this Agreement, the Company shall pay all expenses arising from or incident to the Company’s its performance of of, or compliance with with, this Agreement, including without limitation (i) all Commission, stock exchange and FINRA registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA), (ii) all fees and expenses of compliance incurred in complying with state securities or blue sky sky” laws (including fees reasonable fees, charges and disbursements of counsel for the underwriters or Selling Investors to any underwriter incurred in connection with blue sky sky” qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions Registrable Securities as the managing underwriters or the Demand Holders may designatebe set forth in any underwriting agreement), (iii) all printing and related printing, messenger and delivery expenses, (iv) the reasonable fees, charges and expenses of Holders’ Counsel, any necessary counsel with respect to state securities law matters, counsel to the Company (which may include regulatory counsel) and of its independent public accountants, and any other accounting fees, charges and expenses incurred by the Company (including any expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its Subsidiaries (including the expenses of arising from any special audit and “cold comfort” letters or any special audits incident to or required by any registration or incident to such performance)qualification), (ivv) all fees and expenses incurred in connection with maintaining the listing effectiveness of any Registration Statement, including the Shares on any securities exchange and all rating agency reasonable fees, (v) all reasonable charges and documented out-of-pocket fees expenses of counsel to the Company, including regulatory counsel, and disbursements of the Selling Investors’ Counsel, (vi) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including any liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding underwriting discounts and commissions and transfer taxes, if any, and fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred premiums for insurance obtained in connection with any Demand Registration or piggy-back registration or qualification of Shares under the securities or blue sky laws of any state))thereon, (vii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (viii) fees and expenses of other Persons retained by the Company, and the reasonable and documented fees and expenses of one legal counsel chosen by the Holders of a majority of the Registrable Securities included in such Demand Registration, Piggyback Incidental Registration or Shelf Registration, as applicable, and (ix) for any Demand Holder, any other reasonable expenses customarily paid by Registration pursuant to the issuers terms of securities, including reasonable and documented legal fees and expenses for such Demand Holder’s legal counsel if other than the legal counsel selected by the Holders in (viii) above, will be borne by the Companythis Agreement, regardless of whether the such Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion declared effective. All of the Registrable Securities originally requested expenses described in the preceding sentence of this Section 7(d) are referred to be included in such registration are ultimately included in such registration; providedherein as “Registration Expenses.” Notwithstanding the foregoing, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by sold pursuant to a Registration Statement shall bear the Holder expense of any broker’s commission or underwriter’s discount or commission relating to the registration and sale of such Holders’ Registrable Securities and and, subject to clause (ziv) above, shall bear the fees and expenses of any other their own counsel, accountants and (y) in no event shall the Company be responsible under the foregoing clause (iv) above for any fees, charges or other persons retained or employed by expenses with respect to any Holder will be borne who voluntarily withdraws Registrable Securities from any registration or offering (except as contemplated by Section 3(f)) or was required to withdraw such HolderRegistrable Securities as a result of a breach, or failure to satisfy any condition, of this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Hemisphere Media Group, Inc.)