Common use of Expenses of Demand Registration Clause in Contracts

Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions, incurred in connection with the registration, filing or qualification 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 disbursements of one counsel for the selling 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any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders shall bear such expenses),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 (1) 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, or prospects of the Company from that known to the Holders at the time of their request, 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, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.2, including, 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 disbursements of one counsel for the selling 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any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all Participating Holders participating holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.2; provided further, however, that if at the time of such withdrawal, 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, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.or

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.22, including, including (without limitation, ) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, Company and including the reasonable fees and disbursements incurred of only one counsel (up to a maximum of $5,000 for such counsel fees and disbursements), for the selling Holders 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 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Shares and Warrant Shares to be registered (in which case all Participating Holders who had requested such registration shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) 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, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.22.

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.27.2, including, including (without limitation, ) all registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Company, Company and the reasonable fees and disbursements of one counsel for the selling Holders shareholders 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 7.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Registerable Securities to be registered (in which case all Participating participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Registerable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.27.2; provided provided, further, however, that if at immediately prior to the time of such withdrawal, the Holders have learned of a material materially adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.27.2.

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registration, filing or qualification pursuant to Section 1.2, including, without limitation, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; 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 participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) a 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, or prospects of the Company from that known to the Holders at the time of their request, 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, expenses other than underwriting discounts and commissionscommissions and fees and expenses of counsel for the selling Holders, incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.27.2, including, including (without limitation, ) all registration, filing and qualification fees, printers' printer's and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 7.2 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 participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration pursuant to Section 1.27.2; 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, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.27.2.

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registration, filing or qualification pursuant to Section 1.2, including, without limitation, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; 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 participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) a 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, or prospects of the Company from that known to the Holders at the time of their request, of which the Company had or should have had knowledge at the time of the request, 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, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.27.2, including, including (without limitation, ) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements (not to exceed $35,000) of one counsel for the selling Holders, selling Series A Holders, selling Series B Holders and selling Series C 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 7.2 if the registration request is subsequently withdrawn at the request of the Holders of (initiating and non- initiating) holding 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 at least 66-2/3% of the Registrable Securities agree to forfeit their right to initiate one (1) demand registration pursuant to Section 1.2; 7.2. (provided further, however, that if at immediately prior to the time of such withdrawal, the Holders have learned of a material materially adverse change in the condition, business, business or prospects of the Company from that known to the 22 Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.27.2).

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registration, filing or qualification pursuant to Section 1.2, including, without limitation, including all registration, filing and qualification fees, printers' ’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; 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 participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) a 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, or prospects of the Company from that known to the Holders at the time of their request, of which the Company had or should have had knowledge at the time of the request, 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, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registrationregistrations, filing filings or qualification qualifications pursuant to Section 1.27.2, including, including (without limitation, ) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements (not to exceed $35,000) of one counsel for the selling Holders and selling Series A 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 7.2 if the registration request is subsequently withdrawn at the request of the Holders of (initiating and non-initiating) holding 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 at least 66-2/3% of the Registrable Securities agree to forfeit their right to initiate one (1) demand registration pursuant to Section 1.2; 7.2. (provided further, however, that if at immediately prior to the time of such withdrawal, the Holders have learned of a material materially adverse change in the condition, business, business or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.27.2).

Expenses of Demand Registration. All expenses, expenses other than underwriting discounts and commissions, commissions incurred in connection with the registration, filing or qualification pursuant to Section 1.22.2, including, without limitation, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 2.2 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 participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one (1) a demand registration pursuant to Section 1.22.2; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.22.2.

Expenses of Demand Registration. All expenses, other than underwriting discounts and commissions, incurred in connection with the registration, filing or qualification pursuant to Section 1.2, including, without limitation, including all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company; 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 (1) a 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, or prospects of the Company from that known to the Holders at the time of their request, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2.