Registration Expenses

Registration Expenses. Shall mean any Any and all expenses incident to the Company's performance of or compliance by the Company with its registration obligations under this Agreement, including without limitation: (i) including: (a) all SEC, stock exchange or NASD SEC registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any... underwriters or Holders in connection with state or other securities or blue sky qualification of any of the 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 amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, 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; (b) fees and expenses of counsel to the 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; (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); (e) fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or exchanges, (vi) all fees and disbursements relating to in accordance with this Agreement; (f) the qualification internal expenses of the Indenture under applicable securities laws, (vii) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (viii) the fees (including all salaries and expenses of the Trustee, including its counsel, officers and employees performing legal or accounting duties); (g) in connection with any custodian, and (ix) any reasonable fees and disbursements registration, up to $40,000 of the underwriters, if any, and 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 special experts audit and "comfort" letters) and the fees and expenses of other persons, including experts, retained by the Company in connection with any Registration Statement, in each case as are customarily required to be paid by issuers or sellers of securities, Company, but excluding fees of counsel to the underwriters or the Holders and underwriting discounts and (x) any underwriting, discounts, commissions and fees, brokerage and sales commissions, and transfer and documentary stamp taxes, if any any, relating to the sale or disposition of the Registrable Securities by a Holder. 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

Registration Expenses. Shall mean any Any and all out-of-pocket expenses incident to the Company's performance of or compliance by the Company with its registration obligations under this Agreement, including including, without limitation: limitation, (i) all SEC, stock exchange or NASD SEC registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements... of counsel for any underwriters or Holders in connection with state or other securities or blue sky qualification of any of the 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 amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, of any preparation, printing and distribution of the Registrable Securities on Registration Statement and Prospectus and any securities exchange other document or exchanges, (vi) all amendment thereto and the mailing and delivery of copies thereof to the Holders and any dealers or underwriters, (ii) fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vii) the Company, including, without limitation, fees and disbursements of counsel for the Company and of the independent public accountants and other experts of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (viii) the (iii) fees and expenses in connection with the qualification of the Trustee, including its counsel, Registrable Shares for offering and any custodian, and (ix) any reasonable fees and disbursements of the underwriters, if any, and the reasonable sale under state securities laws (including fees and expenses of any special experts retained by the Company incurred in connection with blue sky qualifications of the Registrable Shares), (iv) fees and expenses incident to any Registration Statement, filing with the NASD or to securing any required review by NASD of the terms of the sale of Registrable Shares, (v) the reasonable and customary expenses of one special counsel of the Stockholders; and (vi) all fees and expenses incurred in connection with the listing of Registrable Shares on each case as are customarily required to be paid by issuers securities exchange or sellers of securities, automated quotation system on which the Common Stock is then listed and, but excluding fees of counsel to the underwriters or the Holders and any underwriting discounts and commissions fees, brokerage and sales commissions, and transfer and documentary stamp taxes, if any any, relating to the sale or disposition of the Registrable Securities by a Holder. Shares View More

Registration Expenses. Shall mean any Any and all expenses incident to performance of or compliance by the Company with this Agreement, including including, without limitation: limitation, (i) all SEC, SEC and stock exchange or NASD National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees, fees (including, if applicable, the fees and expenses of any "qualified independent underwriter," as such term is defined in NASD conduct rule 2720, and of its counsel), (ii) all fees and expenses ... class="diff-color-red">incurred in connection of complying with compliance with state or other securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any the underwriters or Holders in connection with state or other securities or blue sky qualification of any qualifications of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing printing, messenger and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, delivery expenses, (iv) all rating agency fees, (v) all fees and expenses incurred in connection with the listing, if any, of any listing of the Registrable Securities on any securities exchange or exchanges, pursuant to clause (vi) of Section 4 and all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vii) rating agency fees, (v) the fees and disbursements of counsel for the Company and of the its independent public accountants of the Company, accountants, including the expenses of any special audits or and/or "cold comfort" letters required by or incident to such performance and compliance, (viii) (vi) the fees and expenses of the Trustee, including its counsel, and any custodian, and (ix) any reasonable fees and disbursements of the underwriters, if any, and the reasonable fees and expenses of any special experts retained counsel selected pursuant to Section 7 hereof by the Company Holders of the Registrable Securities being registered to represent such Holders in connection with any Registration Statement, in each case as are customarily required to be paid by issuers or sellers such registration, and (vii) other reasonable out-of-pocket expenses of securities, but excluding fees Holders (provided that such expenses shall not include expenses of counsel to the underwriters or the Holders and underwriting discounts and commissions and transfer taxes, if any relating to the sale or disposition of Registrable Securities by a Holder. other than those provided for in clause (vi) above). View More

Found in SS&C TECHNOLOGIES INC contract

Registration Expenses. Shall mean all expenses to be expenses, except as otherwise stated below, incurred by the Company in connection complying with each Holder's registration rights under this Agreement, Section 7.1 hereof, including, without limitation, all registration registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, "blue sky" blue sky fees and expenses, reasonable fees and disbursements of counsel to Holders (using a single counsel... selected by a majority in interest of the Holders) for a "due diligence" examination of the Company and review of the Registration Statement and related documents, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, Company which shall be paid in any event by the Company). View More

Registration Expenses. Shall mean all All expenses to be incurred by the Company in connection with each Holder's registration rights under this Agreement, Agreement (such amount not to exceed $5,000 in the aggregate), including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, "blue sky" and blue sky fees and expenses, reasonable fees and disbursements of counsel to Holders (using a single counsel selected by a majority in interest of the... Holders) for a "due diligence" examination of the Company and review of the Registration Statement and related documents, and 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. Shall mean all expenses to be expenses, except as otherwise stated below, incurred by the Company in connection complying with each Holder's registration rights under this Agreement, Sections 3.1, 3.2 and 3.3 hereof, including, without limitation, all registration registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, "blue sky" fees and expenses, reasonable disbursement of one counsel to the Holders, blue sky fees and ... class="diff-color-red">disbursements of counsel to Holders (using a single counsel selected by a majority in interest of the Holders) for a "due diligence" examination of the Company and review of the Registration Statement and related documents, expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, Company which shall be paid in any event by the Company). View More

Found in SOLTA MEDICAL INC contract

Registration Expenses. All Any and all expenses incident to the Company's performance of or compliance with section 13, this Agreement by the Company and its subsidiaries, including, without limitation, limitation (i) all SEC, stock exchange, FINRA and other registration, listing and filing and NASD fees, (ii) all fees and expenses of complying incurred in connection with compliance with state securities or blue sky laws, laws and compliance with the rules of any stock exchange (including fees and disbursements of... counsel in connection with such compliance and the preparation of a blue sky memorandum and legal investment survey), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating printing, distributing, mailing and printing expenses, messenger delivering any Registration Statement, any Prospectus, any underwriting agreements, transmittal letters, securities sales agreements, securities certificates and delivery expenses, other documents relating to the performance of or compliance with this Agreement, (iv) 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, Company, (v) the fees and disbursements of one counsel Holders' Counsel, (vi) the fees and disbursements of all independent public accountants (including the expenses of any audit and/or "cold comfort" letters) and the fees and expenses of other Persons, including experts, retained by the holder or holders Company, (vii) the expenses incurred in connection with making road show presentations and holding meetings with potential investors to facilitate the distribution and sale of the Registrable Securities being registered, which are customarily borne by the issuer, (viii) any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, and (ix) premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Registrable Securities being registered and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting registered; provided, however, Registration Expenses shall not include discounts and commissions payable to underwriters, selling brokers, dealer managers or other similar Persons engaged in the distribution of any of the Registrable Securities; and transfer taxes, if any, PROVIDED that, provided further, 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; and provided, further, that in the event the Company shall, in accordance with Section 2.3 or Section 2.7 hereof, not register any securities with respect to which it had given written notice of its intention to register to Holders, notwithstanding anything to the contrary in the foregoing, all of the costs incurred by the Holders in connection with such registration shall be deemed to be Registration Expenses View More

Registration Expenses. All Means all expenses incident to the Company's performance of or compliance with section 13, including, without limitation, its obligations in respect of any Registration of Registrable Securities pursuant to this Agreement, including but not limited to all registration, filing and NASD fees, fees of any stock exchange upon which the Registrable Securities are listed, 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" "comfort" letters required by or incident to such performance and compliance, the fees and disbursements of one counsel retained by the holder or holders of the Registrable Securities being registered, premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the public offering of the Registrable Securities being registered and registered; provided, however, that notwithstanding the foregoing Registration Expenses shall not include any fees and disbursements of underwriters customarily paid counsel retained by issuers any Holders, underwriters, selling brokers or sellers of securities, but excluding similar professionals or any transfer taxes or underwriting discounts and discounts, fees or commissions and transfer taxes, if any, PROVIDED that, in any case where Registration Expenses are not relating to be borne by the Company, such expenses shall not include salaries of Company personnel or general overhead expenses sale 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. Registrable Securities. View More

Registration Expenses. All Means all expenses incident to incurred by the Company's performance of or compliance Company in performing and complying with section 13, Section 2, including, without limitation, all registration, filing and NASD fees, 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 fees and disbursements of one counsel retained by the holder or holders of the Registrable Securities being registered, premiums and other costs of policies of insurance against liabilities arising out of the public offering of the Registrable Securities Shares being registered and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, registered, but excluding underwriting discounts and commissions and discounts, selling commissions, applicable transfer taxes, if any, PROVIDED 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. 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 Means all expenses incurred by the Company in complying with Sections 2 2.1, 2.2 and 3 2.3 hereof, including, 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, and the expense of any special audits incident to or required by any such registration, but excluding all the Selling Expenses. Registration Expenses shall also include the reasonable fees... and disbursements for one special counsel to the Preferred Holders per registration. View More

Registration Expenses. All registration and filing fee expenses incurred by the Company in effecting any registration pursuant to this Agreement, including (i) all registration, qualification, and filing fees, printing expenses, and any other fees and expenses associated with filings required to be made with the SEC, FINRA or any other regulatory authority, (ii) all fees and expenses in connection with compliance with or clearing the Registrable Securities for sale under any securities or "Blue Sky" laws, (iii) all... printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses, and (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance). performance), and (v) all fees and disbursements of one special counsel for Investors during the term of this Agreement, in an amount not to exceed $35,000 View More

Registration Expenses. All Means all registration and filing fee expenses incurred by the Company in effecting any registration pursuant to this Agreement, including (i) all registration, qualification, and filing fees, printing expenses, and any other fees and expenses associated with filings required to be made with the SEC, FINRA or any other regulatory authority, (ii) all fees and expenses in connection with compliance with or clearing the Registrable Securities for sale under any securities or "Blue Sky" laws,... (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses, and (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance). performance); provided that in no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Investor or, except to the extent provided for in the Purchase Agreement, any legal fees or other costs of the Investors. View More

Registration Expenses. All Shall mean all registration and filing fee expenses incurred by the Company in effecting any registration pursuant to this Agreement, including (i) all registration, qualification, and filing fees, printing expenses, and any other fees and expenses associated with filings required to be made with the SEC, FINRA or any other regulatory authority, (ii) all fees and expenses in connection with compliance with or clearing the Registrable Securities for sale under any securities or "Blue Sky"... laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses, and (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance). performance), and (v) all fees and disbursements of counsel for the Warrantholder during the term of this Agreement, in an amount not to exceed $35,000. View More

Registration Expenses. Means all All expenses incident incidental to the Company's performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange listing fees, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and... commissions) and other Persons retained by the Company. Company; but excluding underwriting discounts and commissions and fees of any counsel, accountants and other Persons retained by DDJ and/or its Permitted Designee(s) View More

Registration Expenses. Means (i) all expenses incident to the Company's performance of or compliance with this Agreement, including including, without limitation limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the ... class="diff-color-red">Company. Company, transfer taxes, fees of transfer agents and registrars and fees of the National Association of Securities Dealers, Inc. and (ii) the reasonable fees and disbursements of one counsel for the holders of Castle Harlan Registrable Securities. View More

Found in Horizon Lines, Inc. contract

Registration Expenses. Means all expenses incident to the Company's performance of or compliance with this Agreement, including including, without limitation limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent 2 3 EXECUTION COPY certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained... by the Company. 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 all out-of-pocket reasonable expenses incurred by Company 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) and accountants in connection with the registration of the 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 of Company and its agents and representatives in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus and amendments and supplements thereto and the mailing and delivering of a reasonable number of copies thereof to any Holders, underwriters and dealers and all actual expenses incidental to delivery of the Registrable Securities; (iv) the cost of printing or producing any underwriting agreement, agreement among underwriters, agreement between syndicates, selling agreement, blue sky or memoranda (but specifically not including legal investment memorandum or other document in connection with the offering, sale or delivery of the Registrable Securities to be disposed of; foreign blue sky memoranda); (v) all expenses in connection with the qualification of the Registrable Securities to be disposed of for offering 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 any blue sky and legal investments surveys; laws; (vi) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Registrable Securities to be disposed of; (vii) the expenses of Company's transfer agents', depositaries' agent and registrars' fees and the fees of any other agent registrar appointed in connection with such offering; (viii) all security engraving and security printing expenses, expenses for the Company securities being offered; and (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; (x) all expenses incurred in connection with "roadshow" presentations and holding meetings with potential investors to facilitate the distribution and sale system on which a class of Registrable Securities; and (xi) any one-time payment for directors and officers insurance directly related to such offering, provided the insurer provides a separate statement for such payment. common equity securities of Company is then listed. View More

Registration Expenses. Shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration, but shall not include underwriting discounts and selling commissions applicable to the reasonable fees and... disbursements sale of one special counsel for the Holders. Registrable Securities. View More

Registration Expenses. Shall mean all expenses incurred in effecting any registration pursuant to this Agreement, 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, and expenses of any regular or special audits incident to or required by any such registration, and the reasonable but shall not include Selling Expenses, fees and disbursements of one special counsel for the ... class="diff-color-red">Holders. Holders; provided further that Registration Expenses shall not include the compensation of regular employees of the Company, which shall be paid in any event by the Company. View More

Found in QUINTON CARDIOLOGY SYSTEMS INC contract

Registration Expenses. Shall mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, Company counsel, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, and registration including, without limitation, for any registration including... Registrable Securities, the reasonable fees and disbursements expenses of one special counsel for to the Holders. selling shareholders, but shall not include Selling Expenses. View More

Registration Expenses. Means all expenses incurred by the Company in complying with the provisions of Section 2, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel and accountants for the Company and the fees and expenses of one counsel selected by the Selling Stockholders to represent the Selling Stockholders, Company, state Blue Sky fees and expenses, and the expense of any special audits incident to or required by any such... registration, but excluding underwriting discounts, selling commissions and other expenses of any Selling Stockholder (and also excluding the fees and expenses of any counsel retained by any Selling Stockholders' own counsel (other than the counsel selected to represent all Selling Stockholders). Stockholder). View More

Registration Expenses. Means all expenses (other than underwriting discounts and commissions and transfer taxes) incurred by the Company in complying with the provisions of Section 2, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the fees and expenses of one counsel selected by the holders of a majority of the Registrable Shares held by the Selling Stockholders to represent the Selling Stockholders, Stockholders in connection with such registration, state Blue Sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected to represent all Selling Stockholders). 4 View More

Registration Expenses. Means all expenses incurred by the Company in complying with the provisions of Section 2, this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the fees all independent certified public accountants, underwriters (excluding discounts and expenses of one counsel selected commissions) and other Persons retained by the Selling Stockholders to represent the Selling Stockholders, Company, state Blue Sky blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected by the Requesting Stockholders' Majority to represent all Selling Stockholders). View More

Registration Expenses. Shall mean Means all expenses incident to the Company's performance of or compliance with this Agreement, including, including without limitation, limitation all SEC Commission and stock exchange or National Association of Securities Dealers, Inc. (the "NASD") NYSE registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including, (including without limitation, limitation reasonable fees and disbursements of one counsel for any all... underwriters or holders as a group in connection with blue sky qualifications of the Registrable Securities), rating agency fees, printing expenses, messenger, telephone and delivery expenses, the fees and expenses incurred in connection with the listing of the securities to be registered on any each securities exchange or national market system, system on which similar securities issued by the Company are then listed, fees and disbursements of counsel for the Company and all independent certified public accountants (including the expenses of any annual audit, special audit and "cold comfort" letters required by or incident to such performance and compliance), securities laws liability insurance (if the Company so desires), the fees and disbursements of underwriters (including, without limitation, all fees and expenses of any "qualified independent underwriter" that is required to be retained by any holder of Registrable Securities pursuant to the rules and regulations of the NASD) 2 Financial Industry Regulatory Authority ("FINRA") customarily paid by issuers or sellers of securities (excluding, for the sake of clarity, the fees and expenses of counsel), the expenses customarily borne by the issuers of securities in a "road show" presentation to potential investors, the reasonable fees and disbursements of any Holder's counsel, the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, fees and expenses of other persons retained by the Company (but not including any underwriting discounts or commissions (which shall be paid or borne by the selling Holder) or transfer taxes, if any, attributable to the sale of Registrable Securities by the sellers of Registrable Securities) and other the reasonable out-of-pocket expenses fees of counsel selected pursuant to Section 6 hereof by the Holder. Holders in connection with each such registration. View More

Registration Expenses. Shall mean all expenses incident to the Company's performance of or compliance with this Agreement, including, without limitation, all SEC SEC, Nasdaq Stock Market and other stock exchange exchange, automated quotation system or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including, without limitation, reasonable fees and disbursements of counsel for any the... underwriters in connection with blue sky qualifications of the Registrable Securities), rating agency fees, 2 printing expenses, messenger, telephone and delivery expenses, the fees and expenses incurred in connection with the listing of the securities to be registered on any each securities exchange or national market system, system on which similar securities issued by the Company are then listed, fees and disbursements expenses of counsel for the Company and all independent certified public accountants (including the expenses of any annual audit, special audit and "cold comfort" letters required by or incident to such performance and compliance), securities laws liability insurance (if the Company so desires), the fees and disbursements of underwriters (including, without limitation, all fees and expenses of any "qualified independent underwriter" required by the rules of the NASD) 2 customarily paid by issuers or sellers of securities (excluding, for the sake of clarity, the fees and expenses of counsel), issuers, the expenses customarily borne by the issuers of securities in a "road show" presentation to potential investors, the reasonable fees and disbursements of any Holder's counsel, the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, the fees and disbursements of one counsel for the Selling Investors (which counsel shall be selected by a majority of aggregate amount of outstanding Registrable Securities included in any registration) (the "PARTICIPATING INVESTORS' COUNSEL") and fees and expenses of other persons retained by the Company (but not including any underwriting discounts or commissions (which shall be paid or borne by the selling Holder) or transfer taxes, if any, attributable to the sale of Registrable Securities) and other reasonable out-of-pocket expenses of the Holder. Selling Expenses). View More

Registration Expenses. Shall mean all expenses incident to the Company's Issuer's performance of or compliance with this Agreement, including, without limitation, all SEC and stock exchange or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including, without limitation, reasonable fees and disbursements of counsel for any underwriters in connection with blue sky qualifications of the Registrable... Securities), rating agency fees, printing expenses, messenger, telephone and delivery expenses, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange or national market system, fees and disbursements of counsel for the Company Issuer and all independent certified public accountants for Issuer (including the expenses of any annual audit, special audit and "cold comfort" cold comfort letters required by or incident to such performance and compliance), securities laws liability insurance (if the Company Issuer so desires), the fees and disbursements of underwriters (including, without limitation, all fees and expenses of any "qualified qualified independent underwriter" underwriter required by the rules of the NASD) 2 customarily paid by issuers or sellers of securities in public equity offerings (excluding, for the sake of clarity, the fees and expenses of counsel), counsel for the expenses customarily borne by the issuers of securities in a "road show" presentation to potential investors, the reasonable fees and disbursements of Underwriters or any Holder's counsel, qualified independent underwriter), the reasonable fees and expenses of any special experts retained by the Company Issuer in connection with such registration, fees and expenses of other persons retained by Issuer, and the Company (but reasonable fees and expenses of one counsel to the selling Holders selected by Holders of a majority of the shares to be included in such registration ("Selling Holders Counsel"); provided, however, that the term Registration Expenses shall not including include any underwriting discounts or commissions (which shall be paid or borne by the selling Holder) or transfer taxes, if any, attributable to the sale of Registrable Securities) and other reasonable Securities or the out-of-pocket expenses of any Holder (including, without limitation, the Holder. fees and expenses of counsel for such Holder other than as expressly provided above), all of which shall be borne by the Holder who or which incurs them. View More