Registration Expenses

Registration Expenses. All expenses to be incurred by the Company in connection with each Holder's registration rights under this Agreement (such amount not to exceed $5,000 in the aggregate), including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, and blue sky fees and expenses, reasonable fees and disbursements of counsel to Holders (using a single counsel selected by a majority in interest of the Holders) for a review of the... Registration Statement and related documents, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). View More

Registration Expenses. Any and all expenses incident to performance of or compliance with Section 2 or Section 3, including (a) the fees, disbursements and expenses of the Corporation's counsel and accountants (including the expenses of any annual audit letters and "cold comfort" letters required or incidental to the performance of such obligations), (b) all expenses, including filing fees, in connection with the preparation, printing and filing of the Registration Statement, any free writing prospectus, preliminary... prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers, (c) the cost of printing or producing any agreements among underwriters, underwriting agreements, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of, (d) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, (e) the filing fees incident to securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the securities to be disposed of, (f) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (g) all security engraving and security printing expenses, (h) all fees and expenses payable in connection with the listing of the securities on any securities exchange or interdealer quotation system, (i) all rating agency fees and (j) the fees, disbursements and expenses of the one counsel to the Selling Holders, selected by the Selling Holders holding at least a majority of the Registrable Securities to be sold in the applicable offering, but excluding any Excluded Expenses View More

Registration Expenses. All expenses incident to the Company's performance of or compliance with Article 2 or Article 3, including, without limitation, all Commission filing fees and National Association of Securities Dealers, Inc. or stock exchange listing fees, all fees and expenses of complying with state securities or blue sky laws, all printing expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or 'cold comfort'... letters required by or incident to such performance and compliance; provided, however, that Registration Expenses do not include (i) the fees and costs of counsel and advisors to the selling Shareholders, (ii) underwriting discounts and commissions, and (iii) transfer taxes, if any, relating to sale of shares by the Shareholders View More

Registration Expenses. Shall mean all costs and expenses incurred in connection with a registration under Section 2, Section 3 or Section 4 hereof and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or Blue Sky Laws (including fees and disbursements of counsel in connection with blue sky qualifications of... the Registrable Securities); (iii) printing expenses; (iv) the Company's internal expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities; (vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or "comfort letters"); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the RW Holders, or if no RW Holders are participating in the applicable registration, the Holders of a Majority-In-Interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering. View More

Registration Expenses. All expenses (other than Selling Expenses) arising from or incident to the performance of, or compliance with, Sections 2, 3 or 4 including, without limitation, (i) SEC, stock exchange, NASD and other registration, qualification and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws, (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public... accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any special audits or "comfort letters" required in connection with or incident to any registration), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or the NASDAQ National Market and (vi) Securities Act liability insurance (if the Company elects to obtain such insurance), regardless of whether any Registration Statement filed in connection with such registration is declared effective. "Registration Expenses" shall also include the fees, charges and disbursements of one (1) counsel to all of the Participating Holders participating in any underwritten public offering pursuant to Sections 2, 3 or 4 (which shall be selected by a majority, based on the number of Registrable Securities to be sold, of the Participating Holders); provided, however, that such fees, charges and disbursements of counsel to the Participating Holders shall not exceed $50,000 View More

Registration Expenses. Any and all expenses incident to performance of or compliance with this Agreement, including, without limitation, (i) all SEC and stock exchange or National Association of Securities Dealers, Inc. (the "NASD") registration and filing 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 of complying with securities or blue sky laws (including fees and... disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange pursuant to clause (vi) of Section 4 and all rating agency fees, (v) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or "cold comfort" letters required by or incident to such performance and compliance, (vi) the reasonable fees and disbursements of counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities being registered to represent such Holders in connection with each such registration, and (vii) other reasonable out-of-pocket expenses of Holders (provided that such expenses shall not include expenses of counsel other than those provided for in clause (vi) above). View More

Registration Expenses. Shall mean all expenses incurred by the Company in complying with Sections 2 and 3, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars and... costs of insurance but excluding any Selling Expenses. View More

Registration Expenses. All expenses incurred by Layne in complying with Sections 3, 4 and 5, including all registration, qualification and filing fees, printing expenses, messenger and delivery expenses, escrow fees, fees and disbursements of legal counsel for Layne and all independent certified public accountants, underwriters (excluding discounts, commissions, fees and disbursements of legal counsel for the Holders) and Persons retained by Layne (but excluding the compensation of regular employees of Layne that... will be paid in any event by Layne), blue sky fees and expenses, and the expenses of any special audits incident to or required by any such registration, but excluding all Selling Expenses View More

Registration Expenses. The costs and expenses of all registrations and qualifications under the Securities Act, and of all other actions the Company is required to take in order to effect the registration of Registrable Securities under the Securities Act pursuant to this Agreement (including all federal and state registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and the fees and expenses of the Company's independent public accountants (including the expenses of any... special audit and "cold comfort" letters required by or incident to such registration)) other than the costs and expenses of any Investors whose Registrable Securities are to be registered pursuant to this Agreement comprising underwriters' commissions, brokerage fees, transfer taxes or the fees and expenses of any accountants or other representatives retained by any Investor; provided, however, that the term "Registration Expenses" shall include the fees and expenses of one counsel for the holders of Registrable Securities designated by the holder of a majority of Registrable Securities being registered, or proposed to be registered, in any offering that is the subject of this Agreement View More

Registration Expenses. Means all expenses incurred by the Company in complying with Sections 2.1, 2.2 and 2.3 hereof, including without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration, but excluding the Selling Expenses. Registration Expenses shall also include the reasonable fees and disbursements for one special... counsel to the Preferred Holders per registration. View More