Registration Expenses

Registration Expenses. Any and all expenses incident to the performance of or compliance by the Company with this Agreement, including including, without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration Commission, securities exchange, NASD registration, listing, inclusion and filing fees, fees including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained by any holder of Registrable... Shares in accordance with the rules and regulations of the NASD, (ii) all fees and expenses 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 any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or of the Registrable Securities), Shares and the preparation of a blue sky memorandum and compliance with the rules of the NASD), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing duplicating, printing, delivering and distributing any Registration Statement, any Prospectus and Prospectus, any amendments or supplements thereto, any underwriting agreements, agreements among underwriters, securities sales agreements or other similar agreements agreements, certificates and any other documents relating to the performance of under and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to expenses incurred in connection with the qualification listing or inclusion of any of the Indenture under applicable Registrable Shares on any securities laws, (vi) exchange or the fees and disbursements Nasdaq Stock Market pursuant to Section 4(m) of the Trustee and its counsel, (vii) this Agreement, (v) the fees and disbursements of counsel for the Company and, 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, including with respect to rate of return data, but only such letters as are substantially similar to those delivered in connection with the case of a Shelf Registration Statement, the Offering), and reasonable fees and disbursements of one counsel for the selling Holders (which counsel shall to review the Mandatory Shelf Registration Statement, any Subsequent Shelf Registration Statement, and any agreements to be selected entered into by a Selling Stockholder in connection with any of the Majority Holders foregoing, and which counsel may also be counsel for the Initial Purchasers) and (viii) the (vi) any fees and disbursements customarily paid by issuers in issues and sales of securities (including the independent public accountants of the Company, including the expenses of any special audits or comfort letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to any experts retained by the Underwriters (other than fees and expenses set forth Company in clause (ii) above) connection with any Registration Statement), provided, however, that Registration Expenses shall exclude brokers' or the Holders and underwriting underwriters' discounts and commissions and transfer taxes, taxes or transfer fees, if any, relating to the sale or disposition of Registrable Securities Shares by a Holder and the fees and disbursements of any counsel to the Holders other than as provided for in subparagraph (v) above. View More

Registration Expenses. Any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification... of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, laws and the Trust Indenture Act, (vi) the fees and disbursements of the Trustee (including reasonable fees and its counsel, expenses of one counsel), (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Majority Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Initial Purchasers) Purchaser) and (viii) the fees and disbursements of the independent registered public accountants of the Company, Company and the Guarantors, including the expenses of any special audits or comfort "comfort" letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder View More

Registration Expenses. Any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification... of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, laws and the Trust Indenture Act, (vi) the fees and disbursements of the Trustee (including reasonable fees and its counsel, expenses of one counsel), (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Majority Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Initial Purchasers) Purchaser) and (viii) the fees and disbursements of the independent registered public accountants of the Company, Company and the Guarantors, including the expenses of any special audits or comfort letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder View More

Registration Expenses. Shall mean all expenses, exclusive of underwriting discounts or commissions and except as otherwise stated below, incurred by the Company in complying with Section 7.1 3 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, accounting fees, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any regular or special audits incident to or required by any such registration (but excluding the... compensation of regular employees of the Company which shall be paid in any event by the Company). Company), and the reasonable fees and disbursements of one special counsel for Abbott. View More

Registration Expenses. Shall mean all expenses, except as otherwise stated below, All expenses incurred by the Company in complying with Section 7.1 hereof, including, 2.1, including without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which... shall be paid in any event by the Company). Company) View More

Registration Expenses. Shall mean all All expenses, except Selling Expenses as otherwise stated defined below, incurred by the Company in complying with Section 7.1 Sections 3. 1, 3.2 and 3.3 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, fees and disbursements of one special counsel to the Holders not to exceed $25,000, blue sky fees and expenses, the expense of any special audits incident to... or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). View More

Registration Expenses. Means all expenses incident to the Company's performance of or compliance with this Agreement, including with respect to all registration and filing fees, fees relating to registration statements including any statutory underwriter registration statements, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, expenses and fees for listing the securities to be registered on exchanges on which similar securities issued by the Company... are then listed, and fees and disbursements of counsel for the Company (but not of counsel to the Shareholder) and of all independent certified registered public accountants, underwriters (other than Underwriting Commissions) and other persons Persons retained by the Company. View More

Registration Expenses. Means all expenses ex­penses incident to the Company's performance of or compliance with this Agreement, including all registration registra­tion and filing fil­ing fees, fees and expenses of compliance with securities secur­ities or blue sky laws, printing expenses, messenger and delivery expenses, ex­penses, expenses and fees for listing the securities to be registered reg­is­tered on exchanges on which similar securities issued by the Company are then listed, and fees and disbursements of... counsel for the Company (but not of counsel to the Shareholder) and of all independent certified public accountants, accoun­tants, underwriters (other than Underwriting Commissions) and other persons retained by the Company. View More

Registration Expenses. Means all expenses incident to the Company's performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, expenses and fees for listing the securities to be registered Registrable Securities on exchanges on which similar securities issued by the Company are then listed, and fees and disbursements of counsel for the Company (but not of counsel to... the Shareholder) and of all independent certified registered public accountants, underwriters (other than Underwriting Commissions) and other persons Persons retained by the Company. Company View More

Registration Expenses. (i) all expenses, other than Selling Expenses (defined below), incurred by the Company in complying with Sections 2 or 3 hereof, including without limitation, all registration, qualification and filing fees, exchange or quotation medium listing fees, printing and delivery expenses, escrow and custodian fees, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expenses of accountants for the Company including the expenses of any special audits incident to or... required by any such registration and (ii) the reasonable fees and disbursements of one counsel chosen by the holders Holders of a majority of the Registrable Securities included in such registration for the purpose of rendering a legal opinion on behalf of such holders in connection with any Demand Registration or Piggyback Registration View More

Registration Expenses. (i) all expenses, other than Selling Expenses (defined below), incurred by the Company in complying with Sections 2 or 3 hereof, including without limitation, all registration, qualification and filing fees, exchange or quotation medium listing fees, printing and delivery expenses, escrow and custodian fees, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expenses of accountants for the Company including the expenses of any special audits incident to or... required by any such registration and (ii) the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration for the purpose of rendering a legal opinion on behalf of such holders in connection with any Demand Registration or Piggyback Registration Registration, provided however, that if the aggregate expense of such counsel exceeds U.S. $25,000 such excess expense shall be borne by such holders View More

Registration Expenses. Shall mean Means all expenses incurred by the Company in complying with Sections 2 and 3 hereof, this Agreement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements expenses of counsel for the Company, Company and one counsel for the Holder, blue sky fees and expenses, expenses and the expense of any special audits incident to or required by any such registration, but excluding all Selling Expenses. registration.

Registration Expenses. Shall mean all All expenses incurred by the Company in complying with Sections 2 5, 6, and 3 7 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, fees and disbursements of one special counsel to the Holders, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration, registration but excluding all Selling Expenses. Expenses View More

Registration Expenses. Shall mean all expenses, except as otherwise stated below, incurred by the Company in complying with Section 2(a) and 2(c) hereof, including without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any... event by the Company and excluding any underwriters discounts or commissions which may be applicable). Registration Expenses shall also include the reasonable fees and disbursements for one special counsel to the selling Investors holding Registrable Securities stockholders reasonably acceptable to the Company, but shall not include any other fees or expenses of the Investors. Company. View More

Registration Expenses. Shall mean all expenses, except as otherwise stated below, incurred by the Company in complying with Section 2(a) Sections 2(a), 2(b) and 2(c) hereof, including without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which... shall be paid in any event by the Company and excluding any underwriters discounts or commissions which may be applicable). Registration Expenses shall also include the reasonable fees and disbursements for one special counsel to the selling Investors holding Registrable Securities stockholders reasonably acceptable to the Company, but shall not include any other fees or expenses of the Investors. Company. View More

Registration Expenses. Means all All expenses incurred by incident to the Company in performing Company's performance of or compliance with Sections 2.1 and complying with Section 2, 2.2 above, including, without limitation, all registration, filing and NASD fees, listing Financial Industry Regulatory Authority fees, all fees and expenses of complying with applicable laws (including securities or blue sky laws, laws), all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees... and disbursements of counsel for the Company and of its independent public accountants, including including, without limitation, the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, the fees and disbursements of one special counsel to the holders of Registrable Securities, premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Registrable Shares Securities being registered, the fees and expenses of any special experts, including independent petroleum engineers, retained by the Company in connection with such offering, the fees and expenses of any qualified independent underwriter or other independent appraiser participating in any offering pursuant to the Conduct Rules of the Financial Industry Regulatory Authority, all printing, mailing courier and overnight delivery charges (except to the extent borne by underwriters), all travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the offered securities, and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts, selling commissions, applicable transfer taxes, Selling Expenses, if any, and fees of counsel for the Selling Holders; any; provided that, in any case where Registration Expenses are not to be borne by the Company, such expenses shall not include salaries of Company personnel or general overhead expenses of the Company, auditing fees, premiums or other expenses relating to liability insurance required by underwriters of the Company or other expenses for the preparation of financial statements or other data normally prepared by the Company in the ordinary course of its business or which the Company would have incurred in any event event. View More

Registration Expenses. Means all All expenses incurred by incident to the Company in performing and complying Company's performance of or compliance with Section 2, this Agreement, including, without limitation, all registration, filing and NASD fees, all stock exchange and OTC Bulletin Board or other NASD or stock exchange listing fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and... disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, the reasonable fees and disbursements of not more than one law firm (not to exceed $7,500) retained by the holder or Holders of more than 50% of the Registrable Securities, premiums and other costs of policies of insurance of the Company against liabilities arising out of the public offering of the Registrable Shares Securities being registered, registered and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts, selling discounts and commissions, applicable brokerage commissions, and transfer taxes, if any, and fees of counsel for the Selling Holders; provided that, in any case where Registration Expenses are not to be borne by the Company, such expenses shall not include salaries of Company personnel or general overhead expenses of the Company, auditing fees, premiums or other expenses relating to liability insurance required by underwriters of the Company or other expenses for the preparation of financial statements or other data normally prepared by the Company in the ordinary course of its business or which the Company would have incurred in any event event. View More

Registration Expenses. Means all out-of-pocket All expenses incurred with the performance of or compliance with the registration requirements set forth in connection with any registration of Registrable Securities pursuant to this Agreement (other than Selling Expenses), including, without limitation, the following; following: (i) SEC filing fees; (ii) all the fees, disbursements and expenses of the Company's counsel(s) Company’s counsel(s), accountants, and accountants experts in connection with the registration under the Securities Act of the Registrable Securities to be disposed of and (including the reasonable fees, disbursements and expenses of counsel, other than the Company's counsel, selected any special audits or “comfort” letters required by the Holders of the Registrable Securities or incident to be disposed of; (iii) such performance and compliance); (ii) all expenses in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus prospectus, any other offering document and amendments and supplements thereto thereto, and the mailing and delivering of copies thereof to any Holders, the underwriters and dealers and all expenses incidental to delivery of the Registrable Securities; (iv) dealers, if any; (iii) the cost of printing or producing any underwriting agreement, agreement agreement(s) among underwriters, agreement between syndicates, selling agreement, underwriting agreement(s) and blue sky or legal investment memorandum or memoranda, any selling agreements, and any other document documents in connection with the offering, sale or delivery of the Registrable Securities to be disposed of; (v) all (iv) any other expenses in connection with the qualification of the Registrable Securities to be disposed of for offering offer and sale under state securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification and the preparation of in connection with any blue sky and legal investments investment surveys; (vi) (v) the filing fees incident to securing any required review by the National Association of Securities Dealers, Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Registrable Securities to be disposed of; (vii) transfer agents', depositaries' of and registrars' fees and any blue sky registration or filing fees, (vi) the fees of any other agent appointed in connection with such offering; (viii) all security engraving and security printing expenses, (ix) all fees and expenses payable incurred in connection with the listing of the Registrable Securities on any each securities exchange or inter-dealer quotation system; (x) all on which the securities of the Company of the same class are then listed, (vii) the fees and expenses incurred in connection with "roadshow" presentations of the Company and holding meetings with potential investors the underwriters to facilitate the distribution and sale road show investor presentations, including the cost of Registrable Securities; and (xi) any one-time payment for directors and officers insurance directly related to such offering, provided aircraft chartered by the insurer provides a separate statement Company for such payment. purpose, listing fees, messenger and delivery expenses, and (viii) the fees and expenses of one counsel for the Holders as and to the extent provided in Article 10; provided, however, that Registration Expenses with respect to any registration pursuant to this Agreement shall not include any underwriting discounts or commissions attributable to Registrable Securities View More

Registration Expenses. Means all out-of-pocket the following reasonable expenses incurred in connection with any registration of Registrable Securities securities pursuant to this Agreement (other than Selling Expenses), including, without limitation, the following; Agreement: (i) SEC filing fees; (ii) all the fees, disbursements and expenses of the Company's counsel(s) counsel and accountants in connection with the registration of the Offered Registrable Securities to be disposed of and under the reasonable fees,... disbursements and expenses of counsel, other than the Company's counsel, selected by the Holders of the Registrable Securities to be disposed of; Act; (iii) all expenses in connection with the preparation, printing and filing of the registration statement, any all preliminary prospectus or and final prospectus prospectuses and all amendments and supplements thereto and thereto, the mailing and delivering of copies thereof to any Holders, underwriters and dealers and all expenses incidental to delivery of the Offered Registrable Securities; (iv) the cost of printing or producing any underwriting agreement, agreement among underwriters, agreement between syndicates, selling agreement, blue sky or legal investment memorandum or other document in connection with the offering, sale or delivery of the Registrable Securities to be disposed of; memoranda; (v) all expenses in connection with the qualification of the Offered Registrable Securities to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters or Holders in connection with such qualification and the preparation of any blue sky and legal investments surveys; investment memoranda; (vi) the filing any fees incident payable to securing any required review by the National Association of Securities Dealers, Inc. in connection with its review of the terms of the sale of the Offered Registrable Securities to be disposed of; Securities; (vii) transfer agents', depositaries' and registrars' fees and the fees of any other agent appointed in connection with such offering; registration; (viii) all security engraving and security printing expenses, expenses; (ix) all fees and expenses payable in connection with the listing of the Registrable Securities on any each securities exchange or inter-dealer quotation system; system on which the Common Stock is then listed; and (x) all expenses incurred in connection with "roadshow" presentations and holding meetings with potential investors to facilitate the distribution and sale of Registrable Securities; and (xi) any one-time one time payment for directors and officers insurance directly related to such offering, provided the insurer provides a separate statement for such payment. View More

Registration Expenses. Means any Any and all expenses incident to performance of or compliance with Section 2 3 of this Agreement (other than underwriting discounts and commissions paid to underwriters and transfer taxes, if any), including (a) all Commission, Commission and securities exchange and or FINRA registration and filing fees, (b) all fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky... qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and obtaining or FINRA clearance pursuant to Section 2.3.2(g) 3.3.2(g) and all rating agency fees, (e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or "cold comfort" letters required by or incident to such performance and compliance, (f) the reasonable fees and disbursements of one counsel (plus counsel in each additional jurisdiction applicable to such Holder or the Company) for the Holders selected pursuant to the terms of Section 2 3 and one counsel (plus counsel in each additional jurisdiction applicable to such Holder or the Company) for certain Holders selected pursuant to the second proviso of Section 2.3.3, 3.3.3, if applicable, (g) any fees and disbursements customarily paid by the issuers of securities, and (h) expenses incurred in connection with any road show (including the reasonable out-of-pocket expenses of the Holders). Holders) and (i) 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. View More

Registration Expenses. Means any and all expenses incident to performance of or compliance with Section 2 3 of this Agreement (other than underwriting discounts and commissions paid to underwriters and transfer taxes, if any), any, in each case with respect to shares sold by Stockholders), including (a) all Commission, Commission and securities exchange and FINRA or NASD registration and filing fees, (b) all fees and expenses of complying with securities or blue sky laws (including reasonable fees and disbursements... of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and obtaining FINRA clearance or NASDAQ pursuant to Section 2.3.2(g) 3.3.2(g) and all rating agency fees, (e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or "cold comfort" "comfort" letters required by or incident to such performance and compliance, (f) the reasonable fees and disbursements of one counsel (plus counsel in each additional jurisdiction applicable to such Holder or the Company) for the Holders selected pursuant to the terms of Section 2 3 and one counsel (plus counsel in each additional jurisdiction applicable to such Holder or the Company) for certain Holders selected pursuant to the second proviso of Section 2.3.3, 3.3.3, if applicable, (g) any other fees and disbursements customarily paid by the issuers of securities, and (h) expenses incurred in connection with any road show (including the reasonable out-of-pocket expenses of the Holders). View More

Registration Expenses. Any and all out-of-pocket expenses incident to the Company's performance of its registration obligations under this Agreement, including: (a) including, without limitation, (i) all SEC registration and filing fees and expenses incurred in connection with the preparation, printing and distribution of each the Registration Statement and Prospectus and any other document or amendment thereto and the mailing and delivery of copies thereof to each Holder the Holders and any underwriters dealers or ... class="diff-color-red">dealers; (b) underwriters, (ii) fees and disbursements of the Company, including, without limitation, fees and expenses of counsel to for the Company; (c) Company and of independent public accountants and other experts of the Company, (iii) fees and expenses in connection with the qualification of Registrable Shares for offering and sale under state securities laws (including fees and expenses incurred in connection with blue sky qualifications of the Registrable Shares), (iv) fees and expenses incident to any filing with FINRA or to securing any required review by FINRA of the terms of the sale of Registrable Securities; (d) fees and expenses in connection with the qualification of Registrable Securities for offering and sale under state securities laws (including fees and expenses incurred in connection with blue sky qualifications of the Registrable Securities and including all reasonable Shares, (v) fees and expenses of counsel in connection with any survey of state securities or blue sky laws the Stockholders; and the preparation of any memorandum with respect thereto); (e) (vi) all fees and expenses incurred in connection with the listing of Registrable Securities Shares on the New York Stock Exchange, and including any securities exchange in accordance with this Agreement; (f) the internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties); (g) in connection with any registration, up to $40,000 of the reasonable fees and expenses of a single counsel for the Holders selected by the Holders of a majority of the Registrable Securities that have Registrable Securities registered in connection with such registration; and (h) with respect to each registration, the fees and expenses of all independent public accountants (including the expenses of any audit and "comfort" letters) and the fees and expenses of other persons, including experts, retained by the Company, but excluding (x) any underwriting, discounts, commissions underwriting discounts and fees, brokerage and sales commissions, and transfer and documentary stamp taxes, if any, relating to the sale or disposition of the Registrable Securities and (y) any fees or expenses of counsel for the Holders, other than the fees and expenses referred to in clause (g) above Shares View More

Found in ESAB Corp contract

Registration Expenses. Any and all expenses incident to the Company's performance of its registration obligations under this Agreement, including: including (a) all SEC registration and filing fees and expenses incurred in connection with the preparation, printing and distribution of each Registration Statement and Prospectus and any other document or amendment thereto and the mailing and delivery of copies thereof to each Holder and any underwriters or dealers; dealers, (b) fees and expenses of counsel to the ... class="diff-color-red">Company; Company, (c) fees and expenses incident to any filing with FINRA or to securing any required review by FINRA of the terms of the sale of Registrable Securities; Securities, (d) fees and expenses in connection with the qualification of Registrable Securities for offering and sale under state securities laws (including fees and expenses incurred in connection with blue sky qualifications of the Registrable Securities and including all reasonable fees and expenses of counsel in connection with any survey of state securities or blue sky laws and the preparation of any memorandum with respect thereto); thereto), (e) fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange in accordance with this Agreement; Agreement, (f) the internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties); duties), (g) in connection with any registration, Shelf Registration, Shelf Take-Down and any Piggyback Registration, up to $40,000 of the reasonable fees and expenses of a single counsel for the Holders selected by the Holders of a majority Majority of the Registrable Securities that have Registrable Securities registered in connection with such registration; Shelf Registration, Shelf Take-Down or Piggyback Registration, as the case may be, and (h) with respect to each registration, the fees and expenses of all independent public accountants (including the expenses of any audit and "comfort" letters) and the fees and expenses of other persons, including experts, retained by the Company, but excluding (x) any underwriting, discounts, commissions and fees, brokerage and sales commissions, and transfer and documentary stamp taxes, if any, relating to the sale or disposition of the Registrable Securities and (y) any fees or expenses of counsel for the Holders, other than the fees and expenses referred to in clause (g) above View More

Found in SecureWorks Corp contract