Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.1, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company shall be borne by the Company.
Appears in 2 contracts
Sources: Combination Agreement (Concho Resources Inc), Registration Rights Agreement (Concho Resources Inc)
Expenses of Demand Registration. All expenses, expenses other than ------------------------------- underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.16.2, including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Diamond Technology Partners Inc), Stock Purchase Agreement (Diamond Technology Partners Inc)
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.
Appears in 2 contracts
Sources: Investor's Rights Agreement (Iat Multimedia Inc), Stock Purchase Agreement (Iat Multimedia Inc)
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders expenses incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting printer’s fees, accounting fees and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the Holder (selected by the Holder), and reasonably acceptable to the Company, shall be borne by the Company. The Company, however, shall not be required to pay an underwriter discount, commission or similar fees related to the sale of the Registrable Securities.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (KFX Inc), Common Stock and Warrant Purchase Agreement (KFX Inc)
Expenses of Demand Registration. All expenses, expenses (other than underwriting discounts and commissions and the fees with respect to any underwritten offering of counsel for such Holders Registrable Securities) incurred in connection with registrations, filings or qualifications pursuant to Section 3.12, including (including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel (selected by the Initiating Holders) for the selling Holders shall be borne by the Company.
Appears in 2 contracts
Sources: Registration Rights Agreement (Huff William R), Registration Rights Agreement (FX Real Estate & Entertainment Inc.)
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 3.12, including (including, without limitation) , all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel (selected by the Initiating Holder(s)) for the selling Holders shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders expenses incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting printer's fees, accounting fees and fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the Holder (selected by the Holder), and reasonably acceptable to the Company, shall be borne by the Company. The Company, however, shall not be required to pay an underwriter discount, commission or similar fees related to the sale of the Registrable Securities.
Appears in 1 contract
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders expenses incurred in connection with registrations, filings or qualifications a registration pursuant to Section 3.1paragraph 2.1 (excluding underwriters' discounts and commissions), including (without limitation) limitation all registration, filing registration and qualification feesfees (including, without limitation expenses of any regular or special audits incident to or required by any such registration), printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, blue sky fees and expenses and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, expenses other than ------------------------------- underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.
Appears in 1 contract
Sources: Investors' Rights Agreement (Somnus Medical Technologies Inc)
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2 or Section 1.11, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of one counsel for the Company Initiating Holders, shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 3.12, including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel (selected by a majority in interest of the selling Holders) for the selling Holders shall be borne by the Company.
Appears in 1 contract
Sources: Registration Rights Agreement (Atrium Companies Inc)
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders relating to Registrable Securities incurred in connection with registrationsthree (3) requests for registration, filings or qualifications pursuant to Section 3.11.2, including (including, without limitation) , all registration, filing and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Partnership, and the reasonable fees and disbursements of counsel selected by Holder shall be borne by the CompanyPartnership.
Appears in 1 contract
Sources: Registration Rights Agreement (American Real Estate Partners L P)
Expenses of Demand Registration. All expenses, expenses other than underwriting ------------------------------- discounts and commissions and the fees of counsel for such Holders incurred in connection with the underwriting, registrations, filings or qualifications pursuant to Section 3.14.1, including (including, without limitation) , all registration, filing and qualification fees, printers’ printing and accounting fees, and the fees and disbursements of counsel for the Company and one counsel for ▇▇▇▇▇▇▇ shall be borne by the Company.
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Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for ▇▇▇▇▇▇ ▇▇▇▇, shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders stock transfer taxes relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 3.13(b), including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the holder shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Purchasers shall be borne by the CompanyCompany (up to a maximum of twenty thousand dollars ($20,000.00)).
Appears in 1 contract
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders expenses incurred in connection with registrationsany registration, filings or qualifications whether pursuant to Section 3.12.1, 2.2 or 2.10, including (without limitation) limitation all registration, filing registration and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Company, and fees and disbursements of one special counsel selected by and for the Holder (if different from counsel for the Company), shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.19.2, including (without limitation) all registration, filing and qualification fees, printers’ printer's and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.
Appears in 1 contract
Sources: Stock Purchase and Loan Agreement (Thinking Tools Inc)
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders expenses incurred in connection with registrationsany registration, filings or qualifications whether pursuant to Section 3.12.1, 2.2 or 2.10, including (without limitation) limitation all registration, filing registration and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Company, and fees and disbursements of one special counsel selected by and for the Holder (if different from counsel for the Company) shall be borne by the Company.
Appears in 1 contract
Sources: Registration Rights Agreement (Mdi Entertainment Inc)
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.12.1, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements actually incurred of one counsel for the selling Stockholders shall be borne by the Company.; provided, however, that the Company shall not be required to
Appears in 1 contract
Sources: Registration Rights Agreement (Alarm.com Holdings, Inc.)
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders expenses incurred in connection with registrations, filings or qualifications registrations pursuant to Section 3.12 (excluding underwriters’ discounts and commissions), including (including, without limitation) , all registration, filing registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Corporation, and the reasonable fees and disbursements of one special counsel for the selling Holders, shall be borne by the CompanyCorporation.
Appears in 1 contract
Sources: Registration Rights Agreement (Enanta Pharmaceuticals Inc)
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders The Company shall pay all expenses incurred in connection with registrationsany registration, filings filing or qualifications qualification pursuant to Section 3.12, including (without limitation) ), all registration, filing and qualification fees, printers’ printers and accounting fees, fees and disbursements of counsel for the Company Company; provided, however, that underwriting discounts and commissions and the fees and disbursements of counsel for the Holders shall be borne by the CompanyHolders.
Appears in 1 contract
Sources: Registration Rights Agreement (Whitman Education Group Inc)
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders relating to Registrable Securities incurred in connection with two (2) requests for registration, filings or qualifications pursuant to Section 1.2 and the registrations, filings or qualifications pursuant to Section 3.11.11, including (including, without limitation) , all registration, filing and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Partnership, and the reasonable fees and disbursements of counsel selected by Holder shall be borne by the CompanyPartnership.
Appears in 1 contract
Sources: Registration Rights Agreement (American Real Estate Partners L P)
Expenses of Demand Registration. All expenses, expenses other than underwriting ------------------------------- discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.12, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, and fees and disbursements of counsel for the Company Borrower and fees and expenses of a single counsel for all selling Holders (if other than counsel to Borrower) shall be borne by the CompanyBorrower.
Appears in 1 contract
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders relating to Registrable Securities incurred in connection with registrationseach registration, filings or qualifications pursuant to Section 3.11.2(a) and each registration, filing or qualification pursuant to Section 1.10, including (without limitation) all registration, filing and qualification fees, printers’ printing and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.the
Appears in 1 contract
Sources: Registration Rights Agreement (E Z Serve Corporation)
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2 hereof, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel selected by the selling Holders by majority vote shall be borne by the Company.; provided, however, that the Company
Appears in 1 contract
Expenses of Demand Registration. All expenses, expenses (other than underwriting discounts and commissions and such underwriting expenses to be borne by the fees of counsel for such Holders underwriters and stock transfer taxes or similar duties) incurred in connection with registrations, filings or qualifications pursuant to Section 3.12(1) hereto for each Investor (which right may be assigned as provided in Section 2(9) hereto), including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of counsel for the selling Investors shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 3.12, including (without limitation) limitation all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of counsel (selected by the Holder) for each registration for the Holder shall be borne by the Company; provided, however, that such expenses shall not exceed $200,000 in the aggregate.
Appears in 1 contract
Sources: Investor and Registration Rights Agreement (Entremed Inc)
Expenses of Demand Registration. All expenses, other than ------------------------------- underwriting discounts and discounts, commissions and the fees and disbursements of counsel for such Holders the selling Holders, incurred in connection with registrationsa registration, filings filing or qualifications qualification pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, and fees and disbursements of counsel for the Company Company, shall be borne by the Company.
Appears in 1 contract
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.12.1, including (including, without limitation) limitation all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and such Holders shall be borne paid by the Company.
Appears in 1 contract
Sources: Registration Rights Agreement (Rhino Resource Partners, L.P.)
Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions and the fees of counsel for such Holders relating to Registrable Securities, incurred in connection with registrations, filings or qualifications pursuant to Section 3.12, including (without limitation) limitation all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company Company, and the reasonable fees and disbursements of one counsel (selected by a majority in interest of the Holders participating in such registration) for each registration for the selling Holders shall be borne by the Company.
Appears in 1 contract
Sources: Registration Rights Agreement (Marketaxess Holding Inc)
Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions and the fees of counsel for such Holders incurred in connection with registrations, filings or qualifications pursuant to Section 3.11.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company shall be borne by and the Company.reasonable fees and disbursements of one counsel for the selling Holders (provided such counsel
Appears in 1 contract