Common use of Blue Sky and Other Qualifications Clause in Contracts

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “United States National Securities Exchange” (as defined in the Exchange Act), the Company will use its commercially reasonable efforts, in cooperation with the AgentAgents, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file a prospectus, registration statement or similar disclosure document with any regulatory authority or any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the AgentAgents, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws Applicable Securities Laws of such those states and other jurisdictions (domestic or foreign) as the Agent may designate be required and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares as an “at-the-market distribution” (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares as an “at-the-market distribution” (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the AgentAgents, the Forward Sellers and the Forward Purchasers, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents, the Forward Sellers and the Forward Purchasers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement such Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “United States National Securities Exchange” (as defined in the Exchange Act), the Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file a prospectus, registration statement or similar disclosure document with any regulatory authority or any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable best efforts, in cooperation with the AgentAgents, Forward Purchasers, and Forward Seller, to cause the Issuance Shares and Forward Settlement Shares to be listed on the NYSE and to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents, Forward Purchasers, and Forward Sellers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the AgentAgents, the Forward Purchasers and the Forward Sellers, to qualify the Placement Shares Securities for offering and sale, or to obtain an exemption for the Placement Shares Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents, the Forward Purchasers and the Forward Sellers may reasonably designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable best efforts, in cooperation with the AgentUnderwriter, to qualify the Placement Shares Securities for offering and sale, or to obtain an exemption for the Placement Shares Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Underwriter may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for a period of not less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, and provided, further, that the Company shall not be required to qualify for distribution of any Securities sold in a Canadian Jurisdiction pursuant to Section 2(e). In each jurisdiction in which the Placement Shares Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for a period of not less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other within the United States and, with the Company’s prior written consent, jurisdictions (domestic outside of the United States, with the exception of any country that is a member of the European Union or foreign) the European Economic Area, as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement). The Company will advise the Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable efforts to obtain the withdrawal thereof as soon as reasonably practicable.

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the Agent, efforts to qualify the Placement Note and the Shares for offering and sale, or to obtain an exemption for the Placement Note and the Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as may be necessary in order to issue and sell the Agent may designate Note to the Purchaser pursuant to this Agreement and to issue the Shares upon conversion of the Note, and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Note and the issuance of the Shares (but in no event for less than one year from the date of this Agreement)upon conversion thereof; provided, however, that the Company shall will not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it has theretofore so filed or in which it is not so qualified qualified, as applicable, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Note or the Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Note and the issuance of the Shares (but in no event for less than one year from the date of this Agreement)upon conversion thereof.

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable best efforts, in cooperation with the AgentAgents, the Forward Purchasers, and the Forward Sellers, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents, Forward Purchasers, and Forward Sellers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with promptly from time to time take such action as the Agent, Agents may reasonably request to qualify the Placement Shares Securities for offering and sale, or to obtain an exemption for the Placement Shares Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents may designate request and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, (ii) produce any new disclosure document except as may be required by the laws of such jurisdiction, or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the AgentSales Agents and Forward Purchasers, to qualify the Placement Shares Securities for offering and sale, or to obtain an exemption for the Placement Shares Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Sales Agents and Forward Purchasers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement)Securities.

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the Agent, promptly from time to time take such action as Xxxxx Fargo Securities may reasonably request to qualify the Placement Shares Securities for offering and sale, or to obtain an exemption for the Placement Shares Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Xxxxx Fargo Securities may designate request and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, (ii) produce any new disclosure document except as may be required by the laws of such jurisdiction, or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the The Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may reasonably designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exemptexempted, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement)) so long as the Company has approved in advance the sale of Placement Shares in such jurisdiction.