Registration Expenses Definition Example with 35 Variations
This page contains an example definition of Registration Expenses, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Registration Expenses. Any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. 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 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, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of 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 the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a HolderView More
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 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 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. Any shall mean any and all expenses incident to performance of or compliance by the Company Issuers and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority 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 ... class="diff-color-red">Underwriters underwriters or Holders in connection with 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 and Prospectus, 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 Indentures under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, counsel and any depositary for book-entry Securities, (vii) the fees and disbursements of counsel for the Company Issuers and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company, Company (and, if necessary, any other certified public accountant of the Co-Issuer and any subsidiary of the Issuers, or of any business acquired by any Issuer for which financial statements and financial data are or are required to be included in the Registration Statement), including the expenses of any special audits or cold comfort letters required by or incident to the such performance of and compliance with this Agreement, compliance, but excluding fees and expenses of counsel to the Underwriters underwriters (other than fees and expenses set forth in clause (ii) above) 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 Holder. View More
Registration Expenses. Any shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantor 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 Registrable Securities or Registrable Securities), sold pursuant to a Shelf Registration Statement), (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, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantor 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 shall be counsel for reasonably acceptable to the Initial Purchasers) Company) and (viii) the fees and disbursements of the independent registered public accountants of the Company, Company and the Guarantor, 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 Holder. View More
Registration Expenses. Any shall mean any and all expenses incident to performance of or compliance by the Company Operating Partnership 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 one counsel for any Underwriters or Holders in connection with... blue sky qualification of any Exchange Securities or Registrable Securities), Securities and any filing with and review by FINRA in an amount not to exceed $10,000), (iii) all reasonable and documented 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 the reasonable and documented expenses payable to rating agency fees, agencies, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable and documented fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company Operating Partnership and, in the case of a Shelf Registration Statement, the reasonable and documented 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 the Registrable Securities that such Participating Holders are entitled to have included in such Shelf Registration Statement and which counsel may also be counsel for the Initial Purchasers) Dealer Manager) and (viii) the reasonable and documented fees and disbursements of the independent registered public accountants of the Company, Operating Partnership, 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 Holder. View More
Registration Expenses. Any any and all expenses incident to performance of or compliance by the Company Issuer with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Financial Industry Regulatory Authority, 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 the... Initial Purchasers in connection with 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 and Prospectus, 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, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company Issuer and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company, Issuer, including the expenses of any special audits or comfort "cold comfort" letters required by or incident to the such performance of and compliance with this Agreement, compliance, but excluding fees and expenses of counsel to the Underwriters underwriters (other than fees and expenses set forth in clause (ii) above) 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 View More
Registration Expenses. Any any and all expenses incident to performance of or compliance by the Company Issuer with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Financial Industry Regulatory Authority, 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 the... Initial Purchasers in connection with 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 and Prospectus, 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, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company Issuer and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company, Issuer, including the expenses of any special audits or cold comfort letters required by or incident to the such performance of and compliance with this Agreement, compliance, but excluding fees and expenses of counsel to the Underwriters underwriters (other than fees and expenses set forth in clause (ii) above) 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 View More
Registration Expenses. Any shall mean 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. registration and filing fees, fees and expenses, (ii) all reasonable fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for any the Underwriters or and... Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all reasonable expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, Statement or any 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 reasonable fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the reasonable 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 Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) Purchasers; provided that such counsel shall be reasonably acceptable to the company) and (viii) the fees and disbursements of the independent 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 and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder Holder. View More
Registration Expenses. Any shall mean 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. registration and filing fees, fees and expenses, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for any the Underwriters or and Holders in... connection with any blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all reasonable expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any 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, (vi) the fees and disbursements of the Trustee and its 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 Holders (which counsel shall initially be Weil, Gotshal & Manges LLP, but may be any other counsel selected by the Majority Holders and which Holders; provided that, such counsel may also shall be counsel for reasonably acceptable to the Initial Purchasers) Company) and (viii) the fees and disbursements of the independent 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 and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder Holder. View More
