Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).
Appears in 25 contracts
Sources: Registration Rights Agreement (Pershing Square Capital Management, L.P.), Registration Rights Agreement (Howard Hughes Holdings Inc.), Investor Rights Agreement (Seaport Entertainment Group Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1.3 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities so registered shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.
Appears in 20 contracts
Sources: Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (Verso Technologies Inc), Registration Rights Agreement (Verso Technologies Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities so registered shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.
Appears in 19 contracts
Sources: Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to Sections 2, 3 or 4 of this Section 2 Agreement shall be borne by the Company, and all except that Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of by each Holder in accordance with the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.
Appears in 13 contracts
Sources: Registration Rights Agreement (Incentra Solutions, Inc.), Registration Rights Agreement (Limelight Media Group Inc), Registration Rights Agreement (Impart Media Group Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 shall be borne by the Company, ; and all Selling Expenses in connection with such registration, qualification or compliance shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 12 contracts
Sources: Registration Rights Agreement (Clements Golden Phoenix Enterprises Inc), Registration Rights Agreement (Power Kiosks Inc), Registration Rights Agreement (Eautoclaims Com Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1.3 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities so registered shall be borne by the Holders holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.
Appears in 7 contracts
Sources: Merger Agreement (Grace Development Inc), Registration Rights Agreement (United Auto Group Inc), Registration Rights Agreement (United Auto Group Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and except that all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 6 contracts
Sources: Registration Rights Agreement (Icoa Inc), Stock Purchase Agreement (Icoa Inc), Registration Rights and Shareholder Agreement (Icoa Inc)
Expenses of Registration. All Registration Expenses expenses incurred in connection with any Registration, qualification or compliance a registration pursuant to this Section 2 3.2 hereof (excluding underwriters' discounts and commissions, which shall be borne by the sellers), including without limitation all registration 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 (which counsel shall be selected by the holders of a majority in interest of such Holders based on the number of Registrable Securities included in such registration) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).
Appears in 6 contracts
Sources: Merger Agreement (Universal Hospital Services Inc), Stockholders' Agreement (Universal Hospital Services Inc), Merger Agreement (Universal Hospital Services Inc)
Expenses of Registration. All expenses, other than the Selling Expenses (which shall be borne by the Holders requesting Registration Expenses on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with any RegistrationRegistrations, qualification filings or compliance qualifications pursuant to this Section 2 Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).
Appears in 5 contracts
Sources: Series a 1 Senior Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD), Series a Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD), Shareholders Agreement (Nobao Renewable Energy Holdings LTD)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2 or any registration under Section 2.3 or Section 2.4 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 4 contracts
Sources: Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.), Investors’ Rights Agreement (AEON Biopharma, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders and the holders of any Other Shares shall be borne by the Holders and any holders of the securities so registered any Other Shares included in such registration pro rata among each other on the basis of the number of Registrable Securities and Other Shares, respectively, registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)behalf.
Appears in 4 contracts
Sources: Stockholders Agreement, Stockholders Agreement (Concrete Pumping Holdings, Inc.), Rollover Agreement (Industrea Acquisition Corp.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 2.1 shall be borne by the Company, and all Corporation. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered included in such registration pro rata rata, severally and not jointly, among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 4 contracts
Sources: Registration Rights Agreement (Bioject Medical Technologies Inc), Registration Rights Agreement (Bioject Medical Technologies Inc), Registration Rights Agreement (Bioject Medical Technologies Inc)
Expenses of Registration. All Registration Expenses expenses (other than Selling Expenses) incurred in connection with any Registrationregistrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification or compliance fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company, shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne paid by the Holders of the securities so registered pro rata on the basis of the number of Registrable Securities registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)behalf.
Appears in 4 contracts
Sources: Investors Rights Agreement (LIGHTBRIDGE Corp), Securities Purchase Agreement (LIGHTBRIDGE Corp), Investors Rights Agreement (LIGHTBRIDGE Corp)
Expenses of Registration. All Except as specifically provided herein, (a) all Registration Expenses incurred in connection with any Registration, qualification each registration under Section 2.2 or compliance pursuant to this Section 2 2.3 herein shall be borne by the Company, and (b) all Selling Expenses incurred in connection with any registrations hereunder shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Famous Daves of America Inc), Registration Rights Agreement (Famous Daves of America Inc), Registration Rights Agreement (Gulfport Energy Corp)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this registration under Section 2 2.2 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 4 contracts
Sources: Registration Rights Agreement (Axys Pharmecueticals Inc), Stock Purchase Agreement (Cytel Corp/De), Series B 1 Preferred Stock Purchase Agreement (Cytel Corp/De)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 shall be borne by the Company, ; and all Selling Expenses in connection with such registration, qualification or compliance shall be borne by the Holders holders of the securities Registrable Securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 4 contracts
Sources: Subscription Agreement (Newagecities Com Inc), Loan Agreement (Orange Productions Inc), Loan Agreement (Surgical Safety Products Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 7.2 and 7.3 (exclusive of Selling Expenses but inclusive of the reasonable fees and expenses of any special counsel to the selling Holders) shall be borne by SIGNAL. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the Company, and all Selling Expenses shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Signal Pharmaceuticals Inc), Stock Purchase Agreement (Signal Pharmaceuticals Inc), Stock Purchase Agreement (Signal Pharmaceuticals Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.2 shall be borne by the Company. Unless otherwise stated, and all Selling Expenses and other expenses, except for such Registration Expenses, relating to securities registered on behalf of the Holders shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Stock Acquisition Agreement (Trycera Financial, Inc.), Stock Acquisition Agreement (Mezzanine Investment Corp), Stock Acquisition Agreement (Trycera Financial, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all Registrations pursuant to this Section 2 7.2 shall be borne by the Company, and all . Selling Expenses shall to be borne by the Holders holders of the securities so registered Registrable Securities Registered shall be borne pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Registrable Securities being Registered.
Appears in 3 contracts
Sources: Warrant Agreement (Mdi Entertainment Inc), Warrant to Purchase Common Stock (Mdi Entertainment Inc), Warrant Agreement (Mdi Entertainment Inc)
Expenses of Registration. All Registration registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Registration Rights Agreement (Daramic, LLC), Registration Rights Agreement (Polypore International, Inc.), Registration Rights Agreement (Polypore International, Inc.)
Expenses of Registration. All Subject to Section 2(e), all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).registered
Appears in 3 contracts
Sources: Registration Rights Agreement (American Railcar Industries, Inc./De), Registration Rights Agreement (American Railcar Industries, Inc.), Registration Rights Agreement (American Railcar Industries, Inc./De)
Expenses of Registration. All Registration Expenses Expenses, including the reasonable fees and expenses of counsel to the selling Holders, incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.2, 2.3 and 2.4 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata with the Company and each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Investor's Rights Agreement, Investors’ Rights Agreement (Bluearc Corp), Investors’ Rights Agreement (Bluearc Corp)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2 or any registration under Section 2.3 or Section 2.4 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations pursuant to this Agreement, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Investor Rights Agreement (Nupathe Inc.), Investor Rights Agreement (Nupathe Inc.), Investor Rights Agreement (Nupathe Inc.)
Expenses of Registration. All Registration Expenses expenses incurred in connection with any Registrationregistrations, qualification filings, or compliance qualifications pursuant to this Section 2 shall be borne by the Company2, including all registration, filing, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of qualification fees; printers’ and accounting fees; and fees and disbursements of counsel for the Company, shall be borne and advisors to any Holders that do not constitute Registration Expenses, paid by the Holders as incurred)Company. All discounts, concessions, commissions and similar selling expenses relating to Registrable Securities shall be borne and paid by the selling Holder incurring such expenses.
Appears in 3 contracts
Sources: Warrant to Purchase Common Stock (Cryoport, Inc.), Warrant to Purchase Common Stock (Cryoport, Inc.), Warrant to Purchase Common Stock (Cryoport, Inc.)
Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Employment Agreement (Envirogen Inc), Registration Rights Agreement (Four Media Co), Registration Rights Agreement (Four Media Co)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.2, 2.3 and 2.4 shall be borne by the Company, and all Company (including the expense of one special counsel of the Participating Holders not to exceed $50,000). All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata with the Company and among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Investors’ Rights Agreement (YuMe Inc), Investors’ Rights Agreement (YuMe Inc), Investors’ Rights Agreement (YuMe Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered Registered pro rata on the basis of the number of their shares so registered Registered other than fees and expenses of counsel, which, to the extent not included in Registration Expenses, shall be borne by the Holder incurring such fees and expenses of counsel (or, in if incurred by a Holder or Holders on behalf of one or more other Holders, pro rata on the case basis of fees and disbursements the number of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurredtheir shares so Registered).
Appears in 3 contracts
Sources: Registration Rights Agreement (Spheris Inc.), Registration Rights Agreement (Spheris Leasing LLC), Registration Rights Agreement (CCS Medical Holdings, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this registration under Section 2 2.1 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any such registration shall be borne by the Holders Holder(s) of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 3 contracts
Sources: Registration Rights Agreement (Hei Inc), Registration Rights Agreement (Hei Inc), Registration Rights Agreement (Hei Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders holders of the securities Registrable Securities so registered Registered pro rata on the basis of the number of their shares of Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Old Glory Holding Co), Registration Rights Agreement (Consonus Technologies, Inc.)
Expenses of Registration. All Registration Expenses incurred ------------------------ in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.2, 2.3 and 2.4 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered included in such registration pro rata with the Company and among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Stockholder Rights Agreement (Kyphon Inc), Stockholder Rights Agreement (Kyphon Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.1 and 2.2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered included in such registration pro rata rata, severally and not jointly, among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Investors Rights Agreement (Quality Food Centers Inc), Investors Rights Agreement (Quality Food Centers Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.1 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata among each other on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Sirenza Microdevices Inc), Registration Rights Agreement (Sirenza Microdevices Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (GenuTec Business Solutions, Inc.), Registration Rights Agreement (TRUEYOU.COM)
Expenses of Registration. All Registration Expenses expenses (other than Selling Expenses) incurred in connection with any Registrationregistrations, qualification filings, or compliance qualifications pursuant to this Section 2, shall be borne and paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Ascendis Pharma a/S)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 of this Agreement shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered Investor pro rata on the basis of the number of their its shares so registered (or, as compared to the total amount of shares included in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, registration for resale by the Holders as incurred)Investor and the Other Shareholders combined.
Appears in 2 contracts
Sources: Registration Rights Agreement (Refinery Science Corp), Registration Rights Agreement (Reality Wireless Networks Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistrations, qualification filings, or compliance qualifications pursuant to Section 2 shall be borne and paid by the Company. All underwriting discounts and commissions relating to Registrable Securities registered pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne paid by the Holders of the securities so registered pro rata on the basis of the number of Registrable Securities registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)behalf.
Appears in 2 contracts
Sources: Registration Rights Agreement (Differential Brands Group Inc.), Registration Rights Agreement (Joe's Jeans Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, filing, qualification or compliance pursuant to this Section 2 2.01, shall be borne by the Company. Unless otherwise stated, and all Selling Expenses relating to any Registrable Securities and/or Parity Registrable Securities shall be borne by the applicable Selling Holders of the securities so registered pro rata based on the basis respective numbers of the number of their shares so Registrable Securities and/or Parity Registrable Securities registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)them.
Appears in 2 contracts
Sources: Registration Rights Agreement (XINHUA SPORTS & ENTERTAINMENT LTD), Registration Rights Agreement (Xinhua Finance Media LTD)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this registration under Section 2 2.1 shall be borne by the Company. All Selling Expenses incurred in connection with any such registration shall be borne by the Holder of the securities so registered incurring such expense, and unless all Holders have consented to such Selling Expense, in which case, such Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Hei Inc), Registration Rights Agreement (Hei Inc)
Expenses of Registration. All Subject to Section 2.3, all Registration Expenses incurred in connection with any Registrationthe registration or qualification of, qualification or compliance pursuant to with, any registration statement under Sections 2, 3 and 4 of this Section 2 Agreement, shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of by each Holder and each Other Shareholder in accordance with the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.
Appears in 2 contracts
Sources: Registration Rights Agreement (Career Education Corp), Registration Rights Agreement (Heller Financial Inc)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registration hereunder shall be borne by the Holder. In connection with any such registration, the Company shall reimburse the Holders of Registration Securities for the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of one counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)of Registrable Securities related to such counsel's review of any registration statement and assistance in connection with any sale pursuant thereto.
Appears in 2 contracts
Sources: Warrant Agreement (Jazz Semiconductor Inc), Warrant Agreement (Jazz Semiconductor Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 1.2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holder shall be borne by the Holders of the securities so registered pro rata Holder on the basis of the number of their shares so Shares registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Incontrol Inc), Stock Purchase Agreement (Incontrol Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 of this Agreement shall be borne by the Company, and all except that Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of by each Holder in accordance with the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.
Appears in 2 contracts
Sources: Registration Rights Agreement (Incentra Solutions, Inc.), Registration Rights Agreement (Front Porch Digital Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Equivest Finance Inc), Registration Rights Agreement (Equivest Finance Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.1 or any registration under Section 2.2 or Section 2.3 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Investor Rights Agreement (Grand Canyon Education, Inc.), Investor Rights Agreement (Grand Canyon Education, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 subsection 2.1(a), (b) or (c) shall be borne by the Company, and all . All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by the such Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (orexcept to the extent such Selling Expense is specifically attributable to one Holder, in the which case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, it shall be borne by the Holders as incurred)such Holder.
Appears in 2 contracts
Sources: Joint Development Agreement (Syntroleum Corp), Registration Rights Agreement (Syntroleum Corp)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the CompanyCompany (unless at the request of the Holders, the registration statement is not filed or is withdrawn, in which case the Holders shall pay all of the Registration Expenses), and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Transkaryotic Therapies Inc), Registration Rights Agreement (Warburg Pincus Equity Partners Lp)
Expenses of Registration. All Registration Selling Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in relation to the case total number of fees and disbursements of counsel and advisors to any Holders that do not constitute shares registered. Registration Expenses, Expenses shall be borne by the Holders as incurred)Company.
Appears in 2 contracts
Sources: Registration Rights Agreement (Esarbee Investments LTD), Registration Rights Agreement (Esarbee Investments LTD)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.5, 2.6 and 2.7 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata with the Company and among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Investors Rights Agreement (Focal Inc), Investors Rights Agreement (Launch Media Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata among each other on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Investor Rights Agreement (Luna Innovations Inc), Investor Rights Agreement (Luna Innovations Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any RegistrationShelf Registration Statement or Company Registration Statement, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Selling Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pxre Group LTD), Registration Rights Agreement (Reservoir Capital Group LLC)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance Registrations pursuant to this Section 2 shall be borne by the Company, and all . All Registration Expenses incurred in connection with any other qualification or compliance shall be borne by the Company. All Selling Expenses shall be borne by the Holders holders of the securities so registered Registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Registered.
Appears in 2 contracts
Sources: Shareholders Agreement, Shareholders Agreement (Unified Western Grocers Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 subsection 2.1(a) or (b) shall be borne by the Company, and all . All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by the such Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (orexcept to the extent such Selling Expense is specifically attributable to one Holder, in the which case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, it shall be borne by the Holders as incurred)such Holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Syntroleum Corp), Registration Rights Agreement (Syntroleum Corp)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1.2, Section 1.3 or Section 1.4 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Janux Therapeutics, Inc.), Investors’ Rights Agreement (Janux Therapeutics, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this the registration described in Section 2 shall be borne by the Company. All other registration expenses, and all Selling Expenses if any, shall be borne by the Holders of the securities so registered Investors pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurred)be so registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Arrowhead Research Corp), Registration Rights Agreement (Arrowhead Research Corp)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.1 and 2.2 shall be borne by the Company, and all Corporation. All Selling Expenses relating to Registrable Securities registered on behalf of the Holders, to the extent not reimbursed by the Corporation, shall be borne by the Holders of holding the securities so registered Registrable Securities included in such registration pro rata among such Holders on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (OneStream, Inc.), Registration Rights Agreement (OneStream, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 F.2 shall be borne by the Company, and all Investor. All Selling Expenses relating to the Shares shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Investor.
Appears in 2 contracts
Sources: Subscription Agreement (Madison Run, LLC), Subscription Agreement (Digital Fusion Inc/Nj/)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 subsection 2.1(a) shall be borne by the Company, and all . All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by the such Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (orexcept to the extent such Selling Expense is specifically attributable to one Holder, in the which case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, it shall be borne by the Holders as incurred)such Holder.
Appears in 2 contracts
Sources: Registration Rights Agreement (Syntroleum Corp), Consulting Agreement (Syntroleum Corp)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance the Registration pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of persons who sell the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Shares generating said Selling Expenses, by the Holders as incurred).
Appears in 2 contracts
Sources: Registration Rights Agreement (Versant Corp), Registration Rights Agreement (Versant Corp)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 2.1 shall be borne by the Company. Unless otherwise stated herein, and all Selling Expenses relating to securities registered on behalf of any Purchaser shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Purchaser.
Appears in 2 contracts
Sources: Registration Rights Agreement (Imco Recycling Inc), Registration Rights Agreement (Imco Recycling Inc)
Expenses of Registration. Except as otherwise provided herein, all Registration Expenses incurred in connection with registrations pursuant to Section 2 shall be borne by the Company and all Selling Expenses relating to securities registered on behalf of the Holders of Registrable Securities shall be borne by such Holders. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 3 shall be borne by the Company, and all Company except for Selling Expenses which shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Holders.
Appears in 2 contracts
Sources: Registration Rights Agreement (Focus Enhancements Inc), Registration Rights Agreement (Photogen Technologies Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 shall be borne by the CompanyShareholders and shall be paid by the Shareholders to the Company in cash in advance on demand, and all subject to verification of actual expenses by the Company for advance payments. All Selling Expenses relating to securities registered on behalf of the Shareholders shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Shareholders.
Appears in 2 contracts
Sources: Registration Agreement (SHD Investments LLC), Registration Agreement (American Eagle Outfitters Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 Sections 2.1 and 2.2 shall be borne by the Company, and all Corporation. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered included in such registration pro rata rata, severally and not jointly, among each other on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Bioject Medical Technologies Inc), Registration Rights Agreement (Bioject Medical Technologies Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro pro-rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (First Sterling Banks Inc), Registration Rights Agreement (Multi Link Telecommunications Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance up to two (2) Registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Frisby Technologies Inc), Registration Rights Agreement (Frisby Technologies Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered them pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Investor Rights Agreement (51job, Inc.), Investor Rights Agreement (Yan Rick)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata PRO RATA on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Investor Rights Agreement (Envision Development Corp /Fl/), Investor Rights Agreement (Environmental Service Professionals, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 (whether or not such registration, qualification or compliance is effectuated) shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered (or proposed to be registered) pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurredbe registered).
Appears in 2 contracts
Sources: Registration Rights Agreement (Medassets Inc), Registration Rights Agreement (Eagle Family Foods Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance the Registration pursuant to this Section 2 2.2 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders of persons who sell the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Shares generating said Selling Expenses, by the Holders as incurred).
Appears in 2 contracts
Sources: Registration Rights Agreement (LXR Biotechnology Inc), Registration Rights Agreement (LXR Biotechnology Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Agreement shall be borne by the Company. Pursuant to Section 2(a), and all the Company shall also pay the Outside Counsel Registration Expenses. All Selling Expenses relating to securities registered on behalf of the Investors shall be borne by the Holders of the securities so registered Investors pro rata on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 2 contracts
Sources: Registration Rights Agreement (Vor Biopharma Inc.), Registration Rights Agreement (Vor Biopharma Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance pursuant to this the registration described in Section 2 2(a) shall be borne by the Company. All other registration expenses, and all Selling Expenses if any, shall be borne by the Holders of the securities so registered Investors pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurred)be so registered.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (Arrowhead Research Corp), Registration Rights Agreement (Arrowhead Research Corp)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (orregistered, except as otherwise provided with respect to a Withdrawn Request or a Withdrawn Registration Statement in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders Section 2(a) or 2(c) or as incurred)otherwise expressly provided herein.
Appears in 1 contract
Sources: Registration Rights Agreement (Visible Genetics Inc)
Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses relating to securities so registered by Buyer shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Buyer.
Appears in 1 contract
Sources: Registration Rights Agreement (Law Companies Group Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.1 above shall be borne by the Company; provided, and however, that all Selling Expenses relating to securities so registered shall be borne by the Holders holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 Sections 2.1, 2.2 and 2.3 shall be borne by the Company, and all . All Selling Expenses relating to Registrable Securities registered on behalf of Stockholders shall be borne by the Holders of the securities so registered Stockholders included in such registration, pro rata on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Sources: Registration Rights Agreement (Mirion Technologies, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance all registrations pursuant to this Section 2 2.1(a) shall be borne by the Company, and . All Registration Expenses incurred in connection with all registrations pursuant to Section 2.1(d) shall be borne pro rata by the Holders participating in such registrations. All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors or proposed to any Holders that do not constitute Registration Expenses, by the Holders as incurred)be so registered.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders and any Other Selling Shareholders shall be borne by the Holders and the holders of the securities so registered any Other Shares included in such registration pro rata among each other on the basis of the number of Registrable Securities and Other Shares, respectively, registered on their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).behalf.2.4
Appears in 1 contract
Sources: Registration Rights Agreement (Limbach Holdings, Inc.)
Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with any the Registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Sources: Registration Rights Agreement (Vulcan Materials Co)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 2.2 and Section 2.3 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)such Holder.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any RegistrationShelf Registration Statement or Company Registration Statement , qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)Selling Holders.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 subsection 2.1(a) shall be borne by the Company, and all . All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by the such Holders of the securities so registered pro rata on the basis of the number of their shares securities so registered (orexcept to the extent such Selling Expenses are specifically attributable to one Holder, in the which case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, it shall be borne by the Holders as incurred)such Holder.
Appears in 1 contract
Sources: Registration Rights Agreement (Edge Petroleum Corp)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to Sections 2, 3, 4 or 5 of this Section 2 Agreement shall be borne by the Company, and all except that Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of by each Holder and Other Stockholder participating in a registration in accordance with the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors sold pursuant to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Colombia Clean Power & Fuels, Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section Articles 2 and 3 hereof shall be borne by the Company, except as provided by Section 2.2(b). The expense described in Section 2.2(b), and all Selling Expenses relating to Registrable Securities registered by the Holders, shall be borne by the Holders of the securities so registered such Registrable Securities pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Expenses of Registration. All Except as specifically provided below in this Section 2.02, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.01 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of selling the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)securities.
Appears in 1 contract
Sources: Registration Rights Agreement (U.S. Silica Holdings, Inc.)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2 or any registration under Section 2.3, Section 2.4 or 2.5 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (orregistered. The Company shall not, in however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).request of
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 1.2 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the securities so registered pro rata Shares on the basis of the number of their shares so Shares registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification qualification, or compliance pursuant to Section 1.2 of this Section 2 Agreement shall be borne by the Company. All underwriting discounts, selling commissions, and all Selling Expenses stock transfer taxes relating to securities so registered shall be borne by the Holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered on their behalf, as shall any other expenses in connection with the registration required to be borne by the Holders of such securities (or, in the case of including fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurredHolders).
Appears in 1 contract
Sources: Piggy Back Registration Rights Agreement (Healthtronics, Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.1 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata among each other on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance each of the Registrations pursuant to this Section 2 Sections 2.1 and 2.3 shall be borne by the Company, and all . All Selling Expenses shall be borne by the Holders holders of the securities so registered Registrable Securities Registered pro rata on the basis of the number of their shares Ordinary Shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Sources: Registration Rights Agreement (GCL Silicon Technology Holdings Inc.)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 1(a) and 1(b) shall be borne by the Company, and all . Selling Expenses incurred in connection with any registration pursuant to Section 1, shall be borne by the Holders of the securities so registered registered, pro rata on the basis of the number of their shares so registered (or, in provided that each Holder shall bear the case full amount of the fees and disbursements of any counsel and advisors to any Holders that do not constitute Registration Expenses, retained by the Holders as incurredit).
Appears in 1 contract
Sources: Registration and Informational Rights Agreement (Universal Access Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 1 (a) shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registration pursuant to Section 1 shall be borne by the Holders of the securities so registered registered, pro rata rate, on the basis of the number of their shares so registered (or, in provided that each Holder shall bear the case full amount of the fees and disbursements of any counsel and advisors to any Holders that do not constitute Registration Expenses, retained by the Holders as incurredit).
Appears in 1 contract
Sources: Registration Rights Agreement (Universal Access Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration effected pursuant to this Section 2 2(a) and Section 2(b) shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Stockholders shall be borne by the Holders holders of the registered securities so registered included in such registration, pro rata on the basis of the number of their shares of Common Stock so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 2.2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registration, qualification or compliance registration pursuant to this Section 2 shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 Sections 1(a) and 1(b) shall be borne by the Company. All Registration Expenses incurred in connection with any registration pursuant to Section 1(c), and all Selling Expenses incurred in connection with any registration pursuant to Section 1, shall be borne by the Holders of the securities so registered registered, pro rata on the basis of the number of their shares so registered (or, in provided that each Holder shall bear the case full amount of the fees and disbursements of any counsel and advisors to any Holders that do not constitute Registration Expenses, retained by the Holders as incurredit).
Appears in 1 contract
Sources: Registration and Informational Rights Agreement (Universal Access Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registration, qualification or compliance registrations pursuant to this Section 2 2.1 shall be borne by the Company, and all . All Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders holders of the securities so registered included in such registration pro rata among each other on the basis of the number of their shares Registrable Securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
Appears in 1 contract
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2, 2.3 or 2.4 herein shall be borne by the CompanyCompany regardless of whether any shares are registered, and all offered or sold by a Holder. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred).registered. The Company shall not,
Appears in 1 contract
Sources: Investor Rights Agreement (Ariosa Diagnostics, Inc.)
Expenses of Registration. All Except as specifically provided herein, all Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 2.2 or any registration under Section 2.3 or Section 2.4 herein shall be borne by the Company, and all . All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)sold.
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Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)registered.
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Sources: Registration Rights Agreement (Crown Media Holdings Inc)
Expenses of Registration. All Registration Expenses incurred in connection with any Registrationregistration, qualification or compliance pursuant to this Section 2 14.2 hereof shall be borne by the Company, and all . All Selling Expenses relating to securities so registered hereof shall be borne by the Holders holders of the such securities so registered pro rata on the basis of the number of their shares of securities so registered (or, in the case of fees and disbursements of counsel and advisors to any Holders that do not constitute Registration Expenses, by the Holders as incurred)on their behalf.
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