Common use of Registration Fees Clause in Contracts

Registration Fees. All fees and expenses incident to the performance of or compliance with this Shareholders' Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) registration, listing and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any 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) reasonable fees and expenses of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses of any "qualified independent underwriter," including the fees and expenses of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) 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, (xi) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Shareholders' Agreement Note by the Company Issuer shall be borne by the Company Issuer whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to a the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, , (i) registration, listing all registration and filing feesfees (including, and all other without limitation, fees and expenses payable in connection (A) with the listing of securities on respect to filings required to be made with any securities exchange or automated interdealer quotation system, market on which Registrable Securities are required hereunder to be listed, if any (B) with respect to filing fees required to be paid to the Financial Industry Regulatory Authority, Inc. (including, without limitation, pursuant to FINRA Rule 5110) and (C) in compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Holders in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Issuer so desires such insurance, and (v) fees and expenses of compliance with any securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with "blue sky" qualifications of all other Persons retained by the securities registered), (iii) expenses Issuer in connection with the preparationconsummation of the transactions contemplated by this Note, printingincluding, mailing and delivery without limitation, the Issuer's independent public accountants (including the expenses of any registration statementscomfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters). In addition, prospectuses and other documents the Issuer shall be responsible for all of its internal expenses incurred in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses with the consummation of the Company transactions contemplated by this Note (including including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and expenses of counsel for , the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants expense of any comfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offeringannual audit, and all fees and expenses of any "qualified independent underwriter," including the fees and expenses of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) 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 incurred in connection with the offeringlisting of the Registrable Securities on any securities exchange if required hereunder. The Issuer shall not be responsible for any discounts, commissions, transfer taxes or other similar fees incurred by the Holders in connection with the sale or delivery of the Registrable Securities, (xi) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Shareholders' ’ Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) registration, listing and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any 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) reasonable fees and expenses of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. of the underwriting arrangements or other terms of the offering, and all fees and expenses of any "“qualified independent underwriter," ” including the fees and expenses of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) 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, (xi) transfer agents' ’ and registrars' ’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and Subject to the $75,000.00 limit provided in Section 2(a) hereof, all reasonable expenses incident to the Company's performance of or compliance with this Shareholders' Agreement by Agreement, including without limitation: all registration and filing fees; all fees associated with a required listing of the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The on any securities exchange; fees and expenses referred with respect to in the foregoing sentence shall include, without limitation, (i) registration, listing and filing fees, and all other fees and expenses payable in connection filings required to be made with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) NASD; fees and expenses of compliance with any securities or "blue sky" sky laws (including reasonable fees and disbursements of counsel for the underwriters or holders of Registrable Securities in connection with "blue sky" sky qualifications of the securities registeredRegistrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or holders of a majority of the Registrable Securities being sold may designate), (iii) expenses in connection with the preparation; printing expenses, printingmessenger, mailing telephone 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) reasonable ; fees and expenses disbursements of counsel for the Company (which shall be solely selected by the Company) and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to of any comfort letters or costs associated with the delivery by independent certified public accountants of any a comfort letter or comfort letters requested pursuant to Section 6.4(m5(l) hereof)), ; securities acts liability insurance, if the Company so desires; all internal expenses of the Company (vii) reasonable fees including, without limitation, all salaries and expenses of any special experts retained by its officers and employees performing legal or accounting duties); the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses expense of any "qualified independent underwriter," including annual audit; and the fees and expenses of any counsel thereto, Person, including special experts, retained by the Company (ixall such expenses being herein called "Registration Expenses") fees and disbursements will be borne by the Stockholder regardless of underwriters customarily paid by issuers or sellers of securities, but excluding whether the Registration Statement becomes effective. Under no circumstances shall the Company have any obligation to pay any underwriting fees, discounts and discounts, or commissions attributable to the sale of Registrable Securities, (x) costs of printing and producing , or 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, (xi) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings counsel to the holders of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Shareholders' ’ Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) registration, listing and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any 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) reasonable fees and expenses of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses of any "“qualified independent underwriter," ” including the fees and expenses of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) 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, (xi) transfer agents' ’ and registrars' ’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and expenses incident to the performance of or compliance with this Shareholders' ’ Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) registration, listing and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system,, Execution Version (ii) fees and expenses of compliance with any 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) reasonable fees and expenses of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 6.4(m)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses of any "“qualified independent underwriter," ” including the fees and expenses of any counsel thereto, (ix) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (x) 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, (xi) transfer agents' ’ and registrars' ’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.

Registration Fees. All fees and expenses incident to the Company's performance of or compliance with this Shareholders' Agreement by Agreement, including without limitation: all registration and filing fees; all fees associated with a required listing of the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The on any securities exchange; fees and expenses referred with respect to in the foregoing sentence shall include, without limitation, (i) registration, listing and filing fees, and all other fees and expenses payable in connection filings required to be made with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) NASD; fees and expenses of compliance with any securities or "blue sky" sky laws (including reasonable fees and disbursements of counsel for the underwriters or holders of Registrable Securities in connection with "blue sky" sky qualifications of the securities registeredRegistrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or holders of a majority of the Registrable Securities being sold may designate), (iii) expenses in connection with the preparation; printing expenses, printingmessenger, mailing telephone and delivery of any registration statementsexpenses;, 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) reasonable fees and expenses disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to of any comfort letters or costs associated with the delivery by independent certified public accountants of any a comfort letter or comfort letters requested pursuant to Section 6.4(m4(l) hereof)), ; fees and disbursements of counsel for the Investors in an aggregate amount for all purposes under this Agreement and for all Demand and/or Incidental Registration Rights not to exceed $20,000; securities acts liability insurance, if the Company so desires; all internal expenses of the Company (vii) reasonable fees including, without limitation, all salaries and expenses of any special experts retained by its officers and employees performing legal or accounting duties); the Company in connection with such registration, (viii) fees and expenses in connection with any review by the Financial Industry Regulatory Authority of the underwriting arrangements or other terms of the offering, and all fees and expenses expense of any "qualified independent underwriter," including annual audit; and the fees and expenses of any counsel thereto, Person, including special experts, retained by the Company (ixall such expenses being herein called "REGISTRATION EXPENSES") fees and disbursements will be borne by the Company regardless of underwriters customarily paid by issuers or sellers of securities, but excluding whether the Registration Statement becomes effective. The Company shall not have any obligation to pay any underwriting fees, discounts and discounts, or commissions attributable to the sale of Registrable Securities, (x) 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, (xi) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, and (xii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies.