Registration Statement; Expenses Clause Samples
The "Registration Statement; Expenses" clause defines the obligations related to preparing and filing a registration statement, as well as the allocation of costs associated with this process. Typically, it specifies which party—often the issuer or company—will be responsible for covering expenses such as filing fees, legal and accounting costs, and printing charges incurred during the registration of securities. This clause ensures clarity regarding financial responsibilities, preventing disputes over who bears the costs of compliance with securities regulations.
Registration Statement; Expenses. The Company shall:
(a) as soon as practicable after the Closing Date, but in no event later than June 30, 2002, prepare and file with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of the Shares by the Purchasers from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on which the Company's Common Stock is then traded) or in privately negotiated transactions (the "Registration Statement");
(b) provide to the Purchasers any information required to permit the sale of the Shares under Rule 144A of the Securities Act;
(c) subject to receipt of necessary information from the Purchasers, use its reasonable best efforts to cause the Commission to declare the Registration Statement effective as soon as practicable after the Registration Statement is filed with the Commission;
(d) notify Purchasers promptly upon the Registration Statement, and any post-effective amendment thereto, being declared effective by the Commission;
(e) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus (as defined in Section 1.3.1 below) and take such other action, if any, as may be necessary to keep the Registration Statement effective until the earlier of (i) the date on which the Shares may be resold by the Purchasers without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the Shares have been sold pursuant to the Registration Statement or Rule 144 under the Securities Act or any other rule of similar effect;
(f) promptly furnish to the Purchasers with respect to the Shares registered under the Registration Statement such reasonable number of copies of the Prospectus, including any supplements to or amendments of the Prospectus, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchasers;
(g) during the period when copies of the Prospectus are required to be delivered under the Securities Act or the Exchange Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the rules and regulations promulgated thereunder;
(h) file documents required of the Company for custo...
Registration Statement; Expenses. All expenses incurred in connection with the filing of the Registration Statement, excluding any underwriters’ commissions, shall be borne by the Company
Registration Statement; Expenses. All fees, disbursements and out-of-pocket expenses and costs incurred by USA in connection with the preparation of the Registration Statement under this Section 1 and in complying with applicable securities and blue sky laws shall be borne by USA, including, without limitation, printing costs, listing fees and SEC filing fees applicable to the Registrable Securities being registered and all attorneys' fees of USA. The Shareholders shall bear all costs and expenses incurred by them applicable to the Registrable Securities being registered, including any brokerage discounts, fees or commissions relating thereto, and the fees and expenses of their respective counsel.
Registration Statement; Expenses. The Company, which as of the date of Closing is eligible to use a Form S-3 registration statement, shall: . . .
Registration Statement; Expenses. Buyer shall pay all Registration Expenses (as defined below) incurred in connection with a registration of shares of Closing Consideration, whether or not such Registration Statement shall become effective; provided that Seller shall pay all underwriting discounts, commissions and transfer taxes, and their own counsel and accounting fees, if any, relating to the sale or disposition of the shares of Closing Consideration pursuant to such Registration Statement. As used herein, "Registration Expenses" means any and all reasonable and customary expenses incident to performance of or compliance with the registration rights set forth herein, including, without limitation, (i) all SEC and stock exchange or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses of complying with state securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the shares of Closing Consideration but no other expenses of or disbursements by the underwriters or their counsel), (iii) all printing, messenger and delivery expenses, and (iv) the reasonable fees and disbursements of counsel for the Buyer and the Buyer's independent public accountants.
Registration Statement; Expenses. The Company shall:
(a) file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to Securities and Exchange Commission Regulation D.
(b) as soon as practicable after the Closing Date, but in no event later than the 30th day following the Closing Date, prepare and file with the Commission a Registration Statement
Registration Statement; Expenses. The Company shall:
(a) file in a timely manner a Form D relating to the sale of the Shares under this Agreement, pursuant to the Commission's Regulation D.
(b) as soon as practicable after the Closing Date, but in no event later than the 15th day following the Closing Date, prepare and file with the Commission a Registration Statement on Form S-3 (or, if the Company is ineligible to use Form S-3, then on Form S-1) relating to the sale of the Shares by the Purchaser from time to time on the Nasdaq National Market (or the facilities of any national securities exchange on
Registration Statement; Expenses. All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation of the Registration Statement under Section 2.1 and in complying with applicable securities and blue sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. Stockholder shall bear all printing costs, listing fees, SEC filing fees, underwriting fees, and/or brokerage discounts, fees and commissions, if any, applicable to the Registrable Securities being registered and the fees and expenses of its counsel.