Registration Expenses Definition Example with 35 Variations
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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 any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, whether or not a Registration Statement becomes effective, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. NASD 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 Transfer... Restricted Securities in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any Underwriters underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), Transfer Restricted Securities and any filings with the NASD), (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 3 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 fees and expenses incurred in connection with the listing, if any, of any Transfer Restricted Securities on any securities exchange or exchanges, (v) 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 and the case of a Shelf Registration Statement, the reasonable fees Guarantors 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 such performance and compliance, (vii) the performance fees and expenses of the Trustee, and compliance any escrow agent or custodian, (viii) the reasonable fees and expenses of the Initial Purchasers in connection with this Agreement, but excluding the Exchange Offer, including the reasonable and documented fees and expenses of counsel to the Underwriters (other than Initial Purchasers in connection therewith, (ix) the reasonable and documented fees and expenses set forth in clause (ii) above) or disbursements of Latham & Watkins LLP, special counsel representing the Holders of Transfer Restricted Securities and (x) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities, but excluding 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. Financial Industry Regulatory Authority ("FINRA") registration and filing fees, including, if applicable, the fees and expenses of any "qualified independent underwriter" (and the reasonable fees and disbursements of its counsel) that is required to be retained by any holder of Transfer... Restricted Securities in accordance with the rules and regulations of FINRA, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any Underwriters underwriters or Holders in connection with blue sky qualification of any of the Exchange Notes or Transfer Restricted Securities or Registrable Securities), and any filings with FINRA), (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 fees and expenses incurred in connection with the listing, if any, of any of the Transfer Restricted Securities on any securities exchange or exchanges, (v) 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 registered public accountants accounting firm of the Company, including the expenses of any special audits or comfort "comfort" letters required by or incident to such performance and compliance, (vii) the performance fees and expenses of the Trustee, and compliance any escrow agent or custodian, (viii) the reasonable fees and expenses of the Purchasers in connection with this Agreement, but excluding the Exchange Offer, including the reasonable fees and expenses of counsel to the Underwriters (other than Purchasers in connection therewith, (ix) the reasonable fees and disbursements of Latham & Watkins LLP, special counsel representing the Holders of Transfer Restricted Securities (the "Special Counsel") and (x) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses set forth of any special experts retained by the Company in clause (ii) above) or the Holders and connection with any Registration Statement, but excluding 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 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, listing, inclusion and filing fees, (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 of the Registrable Securities or Registrable Securities), and the preparation of a blue sky memorandum), (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 Registrable Securities on any securities laws, (vi) the fees and disbursements exchange or inter-dealer quotation system pursuant to Section 4(a)(xi) of the Trustee and its counsel, (vii) this Agreement, (v) 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 Company (including, without limitation, the expenses of any special audits or comfort audit and "comfort" letters required by or incident to the performance of such performance), and compliance with this Agreement, but excluding (vi) all "road show" expenses; provided, however, that Registration Expenses shall exclude brokers' or underwriters' discounts and commissions, if any, fees and expenses of counsel to for the Underwriters (other than fees Holders, and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and all transfer taxes, if any, taxes 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, Financial Industry Regulatory Authority, 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, 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 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 and independent petroleum engineers of the Company, Company and the Guarantor, including the expenses of any special audits audits, "comfort" letters or comfort letters concerning oil and gas reserve estimates, as applicable, 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 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... 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 fees and disbursements of the Trustee and its counsel, (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 (up to $50,000) 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, Issuers 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
