Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, 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 expenses of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All The Company shall bear all expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrationsone demand registration, filings or qualifications pursuant to Section 1.2, 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 expenses disbursements of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration) shall be borne by the Company; providedHolders. However, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating such Holders shall bear pro rata, based on the ratio that the number of Registrable Securities to have been included in such registration bears to the total number of Registrable Securities to have been included in such registration by all such Holders, such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided, further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder, or if Company counsel does not make itself available for this purpose, the reasonable fees and expenses disbursements of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000Holders) per registration) shall will be borne paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), expense) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then change (whereupon the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2).

Expenses of Demand Registration. All expenses (other than ------------------------------- underwriting discounts and commissions and stock transfer taxes(which shall be borne pro rata by the selling Holders based on the number of Registrable Securities registered by each such Holder) incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, 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 expenses disbursements of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration) Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; providedprovided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers’ ' and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and expenses disbursements of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registrationHolders) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; providedprovided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All The Company shall bear and pay all expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.21.2 (other than underwriting discounts and commissions with respect to Registrable Securities included in such registration), including (without limitation) all registration, filing filing, and qualification fees, Blue Sky fees and expenses, printers’ ' and accounting fees, costs of listing on any exchange or the Nasdaq Stock Market, costs of furnishing such copies of each preliminary prospectus, final prospectus, and amendments thereto as each Holder may reasonably request, fees and disbursements of counsel for the Company and the reasonable fees and expenses of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all the Holders participating Holders in such offering and favoring such withdrawal shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; providedprovided further, however, that if at the time of such withdrawal, the Holders have learned registration request has been withdrawn by virtue of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changerequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.21.2 or Section 1.12, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company and the reasonable fees and expenses of one special counsel for to the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration) Holders hereunder shall be borne by the Company; providedCompany (provided that the Company shall not be obligated to pay any fees for special counsel to the selling Holders in excess of $25,000). Notwithstanding the foregoing, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.12 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided, however, that if at the time of such withdrawal, the Holders have learned from the Company of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.21.2 or Section 1.12.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, 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 expenses disbursements of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration) Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Initiating Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Initiating Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; providedprovided further, however, that the Holders shall not be required to forfeit such demand right if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following the disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions commissions, Blue Sky fees and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, 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 expenses of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per selected by the Holders of a majority of the Registrable Securities included in such registration) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.

Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and stock transfer taxes) incurred in connection with registrations, filings or qualifications pursuant to Section 1.22(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 expenses disbursements (not to exceed $25,000 provided counsel for the company shall be responsible for and shall prepare all material documentation related to said Demand Registration) of one special counsel for the selling stockholders (not to exceed Thirty-Five Thousand U.S. Dollars (U.S. $35,000) per registration) Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2(b) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.22(b); providedprovided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse changerequest, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.22(b).