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 shall mean any and all expenses incident to performance of or compliance by the Company Company, Sirius 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), Securities (not to exceed $7,500)), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing (if requested by a majority of Holders or any Underwriter) 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 reasonable fees and disbursements of the Trustee and its counsel, (vii) the reasonable fees and disbursements of counsel for the Company and, in Company, Sirius and the case of a Shelf Registration Statement, Guarantors, (viii) the reasonable fees and disbursements of one special counsel for all of the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) (ix) 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, 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 with this Agreement, including without limitation: (i) all SEC, Commission, 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 Underwriters underwriters or Holders... in connection with blue sky qualification of any of the Exchange Securities or Registrable Transfer Restricted Securities), (iii) all expenses of any Persons Person 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 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 "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 (other than the fees and expenses set forth in clause (ii) above) or and the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Transfer Restricted Securities by a Holder View More
Registration Expenses. Any 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. SEC registration and filing fees, (ii) all fees and expenses incurred by the Company 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), laws, (iii) all expenses incurred by the Company of any Persons in preparing or assisting in preparing, word processing, printing and distributing any the Shelf Registration Statement, any Prospectus 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) (v) 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, audits, but excluding (x) fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and (y) underwriting discounts and commissions, brokers commissions or similar fees 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. 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 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 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) 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 Holder. View More
Registration Expenses. Any any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange SEC 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 and documented fees and disbursements of (x) one counsel for any Underwriters or Holders (y) one counsel for any... Holders, in connection with blue sky qualification of any Exchange Securities Notes or Registrable Securities), (iii) all expenses of any Persons the Company 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, fees incurred by the Company (including with respect to maintaining ratings of the New Notes), (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 one counsel, (vii) the fees and disbursements of counsel for the Company 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 or replaced 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) Dealer Managers) and (viii) the fees and disbursements of the independent registered public accountants of the Company, 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, (vi) the reasonable 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 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) 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, 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 with this Agreement, including without limitation: (i) all SEC, stock exchange SEC or National Association of Securities Dealers, Inc. FINRA registration and filing 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 Notes in accordance with the rules and regulations of the FINRA,... (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 all underwriters and Holders as a group in connection with blue sky qualification of any of the Exchange Securities Notes or the Registrable Securities), Notes) and compliance with the rules of the FINRA, (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, and in preparing or assisting in preparing, printing and distributing any underwriting agreements, securities sales agreements or other similar sale 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 reasonable 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 registered public accountants of the Company, including the expenses of any special audits or comfort "cold comfort" letters required by or incident to the performance of and compliance with this Agreement, but excluding (vi) all reasonable fees and expenses of the Trustee and its 3 counsel to the Underwriters (other than and any exchange agent or custodian, and (vii) all reasonable fees and expenses set forth of any special experts retained by the Company 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 connection with any Registration Statement. View More
Registration Expenses. Any means any and all expenses incident to the performance of or compliance by the Company with this Agreement, including without limitation: including: (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 those of FBR, FBR Merchant Banking and Holders associated or affiliated with FBR), (ii) all fees and expenses incurred in connection with compliance... with international, federal or state securities or blue sky laws (including 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), Units 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, 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 securities laws, (vi) Registrable Units on the fees and disbursements of New York Stock Exchange, the Trustee and its counsel, (vii) American Stock Exchange or The NASDAQ Stock Market pursuant to Section 4(n), (v) the fees and disbursements of counsel for the Company and, in Partnership and of the case independent public accountants of a Shelf Registration Statement, the Partnership (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance) and the reasonable fees and disbursements of one counsel counsel, reasonably acceptable to the Partnership, for the Holders (which counsel shall be Holders, selected by the Majority Holders holding a majority of the Registrable Units, 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 Partnership 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, if any, relating to the sale or disposition of Registrable Securities Units by a Holder and the fees and disbursements of any counsel to the Holders other than as provided for in clause (v). View More
Registration Expenses. Any shall mean 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, Inc. the Financial Industry Regulatory Authority (the "FINRA") registration and filing fees, including, if applicable, the reasonable fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained by the Initial Purchasers in... accordance with the rules and regulations of the FINRA, (ii) all reasonable fees and expenses incurred in connection with compliance with state securities or blue sky "blue sky" laws (including reasonable fees and disbursements of counsel for any Underwriters underwriters or Holders the Initial Purchasers in connection with blue sky "blue sky" qualification of any of the Exchange Securities or Registrable Securities), Securities) and compliance with the rules of the FINRA, (iii) all reasonable expenses of any Persons (other than the Holders or Persons acting on the request of the Holders) in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, and in preparing or assisting in preparing, printing and distributing 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 reasonable fees and disbursements of counsel for the Company and, in Issuer and the case of a Shelf Registration Statement, the reasonable fees Guarantor 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 certified public accountants of the Company, Issuer and the Guarantor, including the expenses of any special audits or comfort "cold comfort" letters required by or incident to such performance and compliance, (vi) the performance of and compliance with this Agreement, but excluding reasonable fees and expenses of the Trustee, and any exchange agent or custodian, (vii) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (viii) any reasonable fees and disbursements of any underwriter customarily required to be paid by the Issuer or sellers of securities and the reasonable fees and expenses of any special experts retained by the Issuer in connection with any Registration Statement, and (ix) all reasonable fees of K&L Gates LLP who shall initially act as counsel to Holders of the Registrable Securities or any one counsel designated in writing by the Majority Holders to act as counsel to the Underwriters (other than Holders of the Registrable Securities in connection with a Shelf Registration Statement, but excluding fees and expenses set forth in clause (ii) above) or of counsel to the Holders underwriters 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 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. NASD registration and filing fees, (ii) all fees and expenses incurred by the Company in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one law firm acting as counsel for any Underwriters underwriters... or Holders Holders, which shall be Davis Polk & Wardwell, or such other counsel as is reasonably acceptable to the Company in connection with blue sky qualification of any Exchange Securities of the Substitute Notes or Registrable Securities), (iii) all expenses of any Persons incurred by the Company 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 incurred by the Company relating to the qualification of the Exchange Note 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, 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 Davis Polk & Wardwell or such other counsel as is selected by the Majority Holders and is reasonably acceptable to the Company, and which counsel may also be counsel for the Initial Purchasers) Lenders) 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 this Agreement or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters underwriters (other than fees and expenses set forth in clause (ii) and (vii) 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
