Registration Expenses.
Shall mean 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
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Registration Expenses.
Shall mean 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
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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).
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Registration Expenses.
Shall 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 or
NASD National Association of Securities Dealers, Inc. 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 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, 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
expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (vi) 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 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
"cold comfort" "comfort" letters required by or incident to
such the performance
of and
compliance, (viii) the compliance with this Agreement, but excluding fees and expenses of
counsel to the
Trustee, including its counsel, and any custodian, and (ix) any reasonable fees and disbursements of the underwriters, if any, and the reasonable Underwriters (other than fees and expenses
of any special experts retained by the Company set forth in
connection with any Registration Statement, in each case as are customarily required to be paid by issuers or sellers of securities, but excluding fees of counsel to the underwriters clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if
any any, relating to the sale or disposition of Registrable Securities by a Holder.
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Registration Expenses.
Shall 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
NASD FINRA 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 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 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 expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (vi) 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 (provided that the Holders shall not be charged for any 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 and documented fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the 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 "cold comfort" "comfort" letters required by or incident to such the performance of and compliance, (viii) the compliance with this Agreement, but excluding fees and expenses of counsel to the Trustee, including its counsel, and any custodian, and (ix) any reasonable fees and disbursements of the underwriters, if any, and the reasonable Underwriters (other than fees and expenses of any special experts retained by the Company set forth in connection with any Registration Statement, in each case as are customarily required to be paid by issuers or sellers of securities, but excluding fees of counsel to the underwriters clause (ii) above) or the Holders (other than fees and expenses set forth in clause (vii) above) and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any any, relating to the sale or disposition of Registrable Securities by a Holder.
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Registration Expenses.
Shall 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
NASD Financial Industry Regulatory Authority, Inc. 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
not more than one... counsel for any underwriters the Underwriters or Holders for each such jurisdiction 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 -3- 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 expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (vi) 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 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 the Guarantors including the expenses of any special audits or "cold comfort" "comfort" letters required by or incident to such the performance of and compliance, (viii) the compliance with this Agreement, including as provided in Section 3(a)(xv), but excluding fees and expenses of counsel to the Trustee, including its counsel, and any custodian, and (ix) any reasonable fees and disbursements of the underwriters, if any, and the reasonable Underwriters (other than fees and expenses of any special experts retained by the Company set forth in connection with any Registration Statement, in each case as are customarily required to be paid by issuers or sellers of securities, but excluding fees of counsel to the underwriters clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any any, relating to the sale or disposition of Registrable Securities by a Holder.
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Registration Expenses.
Shall shall mean any and all expenses incident to performance of or compliance by the
Company Issuers, the Guarantors and PEPL Holdings with this Agreement, including without limitation: (i) all SEC, stock exchange or
NASD FINRA 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 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
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
expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (vi) 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, the Guarantors and
PEPL Holdings and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the 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, Issuers, the Guarantors and PEPL Holdings, including the expenses of any special audits or
"cold comfort" "comfort" letters required by or incident to
such the performance
of and
compliance, (viii) the compliance with this Agreement, but excluding fees and expenses of
counsel to the
Trustee, including its counsel, and any custodian, and (ix) any reasonable fees and disbursements of the underwriters, if any, and the reasonable Underwriters (other than fees and expenses
of any special experts retained by the Company set forth in
connection with any Registration Statement, in each case as are customarily required to be paid by issuers or sellers of securities, but excluding fees of counsel to the underwriters clause (ii) above) or the Holders and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if
any any, relating to the sale or disposition of Registrable Securities by a Holder.
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Registration Expenses.
Shall 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
NASD Financial Industry Regulatory Authority, Inc. ("FINRA") 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 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 Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales -3- 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 expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (vi) 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 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 the Guarantors, including the expenses of any special audits or "cold comfort" "comfort" letters required by or incident to such the performance of and compliance, (viii) the compliance with this Agreement, but excluding fees and expenses of counsel to the Trustee, including its counsel, and any custodian, and (ix) any reasonable fees and disbursements of the underwriters, if any, and the reasonable Underwriters (other than fees and expenses of any special experts retained by the Company set forth in connection with any Registration Statement, in each case as are customarily required to be paid by issuers or sellers of securities, but excluding fees of counsel to the underwriters clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any any, relating to the sale or disposition of Registrable Securities by a Holder.
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Registration Expenses.
Shall mean 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 Commission, securities exchange, NASD
registration registration, listing, inclusion and filing
fees, fees (including those of FBR and Holders associated or 3 affiliated with FBR), (ii) all fees and expenses incurred in connection with compliance with
international, federal or state
or other securities or
... blue sky laws (including any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum 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), 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, any amendments or supplements thereto, any underwriting agreements, securities sales 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 expenses incurred in connection with the listing, if any, listing or inclusion of any of the Registrable Securities Shares on any securities exchange the New York Stock Exchange, the American Stock Exchange or exchanges, (vi) all fees and disbursements relating The NASDAQ Stock Market pursuant to the qualification of the Indenture under applicable securities laws, (vii) Section 4(n), (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including Company (including the expenses of any special audits or audit and "cold comfort" letters required by or incident to such performance performance), and compliance, (viii) (vi) any fees and disbursements customarily paid in issues and sales of securities (including 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 by the Company in connection with any Registration Statement, in each case as are customarily required to be paid by issuers Statement), provided, however, that Registration Expenses shall exclude brokers' or sellers of securities, but excluding fees of counsel to the underwriters or the Holders and underwriting underwriters' discounts and commissions and transfer taxes, if any any, relating to the sale or disposition of Registrable Securities Shares by a Holder. Holder and the fees and disbursements of any counsel to the Holders other than as provided for in clause (v) above.
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Registration Expenses.
Shall shall mean any and all expenses incident to performance of or compliance by the Company
and the Guarantors with this Agreement, including without
3 limitation: (i) all
SEC, Commission, stock exchange or
NASD National Association of Securities Dealers, Inc. 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 Notes or Registrable Securities), Transfer Restricted Notes), (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 of the Registrable Securities on any securities exchange or exchanges, (vi) 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 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 Purchaser) and (viii) the fees and disbursements 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 but excluding 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 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, but excluding fees 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 any, relating to the sale or disposition of Registrable Securities Transfer Restricted Notes by a Holder.
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