Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 101 contracts
Samples: Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Viridian Therapeutics, Inc.\DE)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 42 contracts
Samples: Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (LF Capital Acquisition Corp. II)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 41 contracts
Samples: Underwriting Agreement (Immunic, Inc.), Underwriting Agreement (Immunic, Inc.), Underwriting Agreement (uniQure N.V.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 29 contracts
Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Novatel Wireless Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 23 contracts
Samples: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 18 contracts
Samples: Underwriting Agreement (Addus HomeCare Corp), Underwriting Agreement (Addus HomeCare Corp), Underwriting Agreement (Addus HomeCare Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 18 contracts
Samples: Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 13 contracts
Samples: Underwriting Agreement (Dorian LPG Ltd.), Underwriting Agreement (GLADSTONE LAND Corp), Underwriting Agreement (Gladstone Commercial Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 12 contracts
Samples: Underwriting Agreement (Keros Therapeutics, Inc.), Underwriting Agreement (Avalo Therapeutics, Inc.), Underwriting Agreement (Arcellx, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 11 contracts
Samples: Underwriting Agreement (Strongbridge Biopharma PLC), Underwriting Agreement (Fate Therapeutics Inc), Underwriting Agreement (Fate Therapeutics Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 10 contracts
Samples: Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Affimed N.V.), Underwriting Agreement (Gladstone Commercial Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws Laws (or other foreign lawsLaws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 9 contracts
Samples: Underwriting Agreement (Terawulf Inc.), Underwriting Agreement (Brainsway Ltd.), Underwriting Agreement (iBio, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of, including the listing on a national securities exchange such as Nasdaq) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationqualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 9 contracts
Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (LGL Systems Acquisition Corp.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 9 contracts
Samples: Underwriting Agreement (Nanobiotix S.A.), Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Verona Pharma PLC)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Shares in any jurisdiction where it is not now so subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 8 contracts
Samples: Underwriting Agreement (Acadia Realty Trust), Underwriting Agreement (Acadia Realty Trust), Whitestone Reit (Whitestone REIT)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or “blue sky sky” laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationbusiness. The Company will promptly advise the Representatives promptly of the receipt by the Company of any notification with respect to the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any the initiation or threat threatening 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 8 contracts
Samples: Underwriting Agreement (National Fuel Gas Co), Underwriting Agreement (National Fuel Gas Co), Underwriting Agreement (National Fuel Gas Co)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 7 contracts
Samples: Underwriting Agreement (PRA Health Sciences, Inc.), Underwriting Agreement (PRA Health Sciences, Inc.), Underwriting Agreement (PRA Health Sciences, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 7 contracts
Samples: Purchase Agreement (Texas Market Tire, Inc.), Purchase Agreement (California Steel Industries Inc), Quebecor Media Inc
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws Laws (or other foreign lawsLaws) of those jurisdictions designated by the Representatives, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 7 contracts
Samples: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Lucid Diagnostics Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for offer and sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those such jurisdictions designated by as the RepresentativesRepresentatives shall reasonably request, shall comply with such laws and shall continue maintain such qualifications, registrations qualifications and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as in respect of doing business in a foreign corporationjurisdiction in which it is not otherwise so subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 qualification or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as possible.
Appears in 7 contracts
Samples: Underwriting Agreement (Equifax Inc), Underwriting Agreement (Equifax Inc), Underwriting Agreement (Equifax Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares for sale under (or to obtain exemptions from qualifying or registering) all or any part of the application of) Securities for offer and sale under the state securities or blue sky laws or Canadian provincial securities laws (of the several states of the United States or any other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Energy Inc /Wa)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for offer and sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The ; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation in any such jurisdiction where it is not now so subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Abeona Therapeutics Inc.), Underwriting Agreement (Pioneer Energy Services Corp), Underwriting Agreement (Abeona Therapeutics Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Travere Therapeutics, Inc.), Underwriting Agreement (Retrophin, Inc.), Underwriting Agreement (Concert Pharmaceuticals, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters, as the Underwriters may reasonably request from time to time, to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationbusiness. The Company will advise the Representatives promptly after the Company becomes aware of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Stryker Corp), Underwriting Agreement (Stryker Corp), Underwriting Agreement (Stryker Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Purchase Agreement (Texas Market Tire, Inc.), Purchase Agreement (Nexstar Finance Holdings LLC), Purchase Agreement (Allotech International Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 5 contracts
Samples: Underwriting Agreement (Sol-Gel Technologies Ltd.), Underwriting Agreement (Corium International, Inc.), Underwriting Agreement (Corium International, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated reasonably requested by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Underwriting Agreement, Underwriting Agreement (UroGen Pharma Ltd.), Underwriting Agreement (UroGen Pharma Ltd.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Rxxxxxx Jxxxx and counsel for the Underwriters Rxxxxxx Jxxxx to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRxxxxxx Jxxxx, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Rxxxxxx Jxxxx promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: 2011 Purchase Agreement (Qwest Communications International Inc), Purchase Agreement (Qwest Corp), Purchase Agreement (Qwest Communications International Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 5 contracts
Samples: Underwriting Agreement (OptiNose, Inc.), Underwriting Agreement (Epizyme, Inc.), Underwriting Agreement (Epizyme, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as possible.
Appears in 4 contracts
Samples: Underwriting Agreement (Codex DNA, Inc.), Underwriting Agreement (Vera Therapeutics, Inc.), Underwriting Agreement (Oncorus, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws Laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 4 contracts
Samples: Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws Laws (or other foreign lawsLaws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 4 contracts
Samples: Underwriting Agreement (Ur-Energy Inc), Evofem Biosciences, Inc., Evofem Biosciences, Inc.
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial the securities laws (or of such other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as practicable.
Appears in 4 contracts
Samples: Underwriting Agreement (Northwest Bancshares, Inc.), Underwriting Agreement (Level One Bancorp Inc), Underwriting Agreement (First Citizens Bancshares Inc /De/)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The ; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 4 contracts
Samples: Underwriting Agreement (Scholar Rock Holding Corp), Underwriting Agreement (Codiak BioSciences, Inc.), Underwriting Agreement (Codiak BioSciences, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company and each of the Guarantors shall not be required to qualify as a foreign corporation to transact business or to take any action that would subject it the Company or any Guarantor to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationbusiness. The Company and each of the Guarantors will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes 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 and each Guarantor shall use its their respective best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 4 contracts
Samples: Underwriting Agreement (L 3 Communications Holdings Inc), Underwriting Agreement (L 3 Communications Holdings Inc), Underwriting Agreement (L 3 Communications Holdings Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The , provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Polarityte, Inc.), Underwriting Agreement (Polarityte, Inc.), Underwriting Agreement (Polarityte, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Corbus Pharmaceuticals Holdings, Inc.), Underwriting Agreement (Abeona Therapeutics Inc.), Underwriting Agreement (Abeona Therapeutics Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial the securities laws (or of such other foreign laws) of those jurisdictions designated by the Representatives, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Western Alliance Bancorporation), Underwriting Agreement (Sterling Bancorp), Underwriting Agreement (Sterling Bancorp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (laws, or other foreign laws) laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution offer and sale of the Offered Shares. The ; provided that, the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (BELLUS Health Inc.), Underwriting Agreement (BELLUS Health Inc.), Underwriting Agreement (BELLUS Health Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriters and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial the securities laws (or of such other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriters, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as practicable.
Appears in 3 contracts
Samples: Underwriting Agreement (Bridgewater Bancshares Inc), Underwriting Agreement (Great Southern Bancorp, Inc.), Underwriting Agreement (Enterprise Financial Services Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall use commercially reasonable efforts to comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationso subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 3 contracts
Samples: Underwriting Agreement (TELA Bio, Inc.), Underwriting Agreement (TELA Bio, Inc.), Underwriting Agreement (TELA Bio, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 3 contracts
Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc), Underwriting Agreement (Axovant Sciences Ltd.), Underwriting Agreement (Axovant Sciences Ltd.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 3 contracts
Samples: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions as may be reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Tourmaline Bio, Inc.), Underwriting Agreement (Reneo Pharmaceuticals, Inc.), Underwriting Agreement (Reneo Pharmaceuticals, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale issue under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale issue 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC), Underwriting Agreement (Presbia PLC)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc), Savara Inc, Underwriting Agreement (Avi Biopharma Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Savara Inc), Underwriting Agreement (Savara Inc), Underwriting Agreement (Altimmune, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriters and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationbusiness. The Company will advise the Representatives Underwriters promptly upon becoming aware of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Intercontinental Exchange, Inc.), Intercontinental Exchange, Inc., Intercontinental Exchange, Inc.
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company and the Notes Guarantors shall not be required to qualify as a foreign corporation or other entity or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best commercially reasonable efforts to promptly obtain the withdrawal thereof at the earliest possible momentthereof.
Appears in 3 contracts
Samples: Underwriting Agreement (CoreCivic, Inc.), Underwriting Agreement (CoreCivic, Inc.), Underwriting Agreement (CoreCivic, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Morphic Holding, Inc.), Underwriting Agreement (Morphic Holding, Inc.), Underwriting Agreement (Morphic Holding, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriters and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the or state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Cyberonics Inc), Underwriting Agreement (Recovery Engineering Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for offer and sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those such jurisdictions designated by as the RepresentativesRepresentatives shall reasonably request, shall comply with such laws and shall continue maintain such qualifications, registrations qualifications and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationin respect of doing business in an jurisdiction in which it is not otherwise so subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 qualification or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares ADSs for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares ADSs 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Nightstar Therapeutics LTD)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriters and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (PRA Health Sciences, Inc.), Underwriting Agreement (PRA Health Sciences, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares ADSs for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign securities laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares ADSs 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 2 contracts
Samples: Argo Blockchain PLC, Argo Blockchain PLC
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or securities, blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly upon receipt of notice of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Sangamo Biosciences Inc), Underwriting Agreement (Sangamo Biosciences Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or laws(or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (IGM Biosciences, Inc.), Underwriting Agreement (IGM Biosciences, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters Initial Purchasers, as the Initial Purchasers may reasonably request from time to time, to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Purchase Agreement (Barnes Group Inc), Purchase Agreement (Barnes Group Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The ; provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Synta Pharmaceuticals Corp), Underwriting Agreement (Synta Pharmaceuticals Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The ; provided, however, the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Molina Healthcare Inc), Underwriting Agreement (Molina Healthcare Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Depositary Units for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply in all material respects with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesDepositary Units. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Depositary Units 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 best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Icahn Enterprises L.P.), Underwriting Agreement (Icahn Enterprises L.P.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify to do business as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Symmetry Medical Inc.), Underwriting Agreement (Symmetry Medical Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 2 contracts
Samples: Underwriting Agreement (OptiNose, Inc.), Underwriting Agreement (Epizyme, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares ADSs and ADRs for sale under (or obtain exemptions from the application of) the state securities Blue Sky or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesADSs and ADRs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares ADSs or ADRs 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) non-U.S. laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Eurand N.V.), Underwriting Agreement (Eurand N.V.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesShares . The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 2 contracts
Samples: Underwriting Agreement (Mirati Therapeutics, Inc.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Blue Sky Compliance. The Company shall will use reasonable efforts to cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably possible.
Appears in 2 contracts
Samples: Underwriting Agreement (Endocyte Inc), Underwriting Agreement (Endocyte Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Placement Agent and counsel for the Underwriters Placement Agent to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws law (or other foreign laws) of those jurisdictions designated by the RepresentativesPlacement Agent, shall comply with such laws and shall continue ensure that such qualifications, registrations and exemptions remain in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Agency and Closing Agency Agreement (Homefed Corp), Agency and Closing Agency Agreement (Homefed Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 2 contracts
Samples: Underwriting Agreement (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters Initial Purchasers, as the Initial Purchasers may reasonably request from time to time, to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or or, to the best of the Company's knowledge, 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 best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.. 14
Appears in 2 contracts
Samples: Purchase Agreement (Spartan Stores Inc), Spartan Stores Inc
Blue Sky Compliance. The Company and the Guarantors shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company and the Guarantors shall not be required to qualify as a foreign corporation to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationbusiness. The Company and the Guarantors will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 and the Guarantors shall use its their respective reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Cooper Industries LTD), Underwriting Agreement (Cooper Industries LTD)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares ADSs for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares ADSs 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Yintech Investment Holdings LTD), Secoo Holding LTD
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 2 contracts
Samples: Underwriting Agreement (Wave Life Sciences Ltd.), Underwriting Agreement (Mirati Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares and the Conversion Shares for offer and sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The ; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationcorporation in any such jurisdiction where it is not now so subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Computer Literacy Inc, Computer Literacy Inc
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company and the Notes Guarantors shall not be required to qualify as a foreign corporation or other entity or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best commercially reasonable efforts to promptly obtain the withdrawal thereof at the earliest possible momentthereof.
Appears in 2 contracts
Samples: Underwriting Agreement (CoreCivic, Inc.), Underwriting Agreement (Corrections Corp of America)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Westport Innovations Inc), Underwriting Agreement (Westport Innovations Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Depositary Shares for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial the securities laws (or of such other foreign laws) of those jurisdictions designated by the Representatives, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Depositary Shares. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as practicable.
Appears in 2 contracts
Samples: Underwriting Agreement (ConnectOne Bancorp, Inc.), Underwriting Agreement (Heartland Financial Usa Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws Laws (or other foreign lawsLaws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 2 contracts
Samples: Underwriting Agreement (Cognition Therapeutics Inc), Underwriting Agreement (Sanara MedTech Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws Laws (or other foreign lawsLaws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (HTG Molecular Diagnostics, Inc), Opiant Pharmaceuticals, Inc.
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares ADSs for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares ADSs 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (ASLAN Pharmaceuticals LTD), Underwriting Agreement (Lentuo International Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as reasonably practicable.
Appears in 2 contracts
Samples: Underwriting Agreement (Real Good Food Company, Inc.), Underwriting Agreement (SkyWater Technology, Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Fate Therapeutics Inc), Underwriting Agreement (Abeona Therapeutics Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriters and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial the securities laws (or of such other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriters, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as practicable.
Appears in 2 contracts
Samples: Underwriting Agreement (First Mid Bancshares, Inc.), Underwriting Agreement (First Busey Corp /Nv/)
Blue Sky Compliance. The Company shall cooperate with all reasonable requests of the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purposepurpose of which it becomes aware, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws Laws (or other foreign lawsLaws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial the securities laws (or of such other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as practicable.
Appears in 1 contract
Samples: Underwriting Agreement (First Citizens Bancshares Inc /De/)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the RepresentativesRepresentative, shall use commercially reasonable efforts to comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporationso subject. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall use commercially reasonable efforts to comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares ADSs for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares ADSs 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 1 contract
Samples: Underwriting Agreement (Connect Biopharma Holdings LTD)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Lead Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Five Prime Therapeutics Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter, as the Underwriter may reasonably request from time to time, to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
Blue Sky Compliance. The Company shall cooperate with the Representatives ------------------- Initial Purchasers and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesInitial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Radio One Inc
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the applicable state securities or blue sky laws or Canadian provincial the securities laws (or of such other foreign laws) of those jurisdictions designated by the Representatives, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or known 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 best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and its counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative (other than Quebec) (including as contemplated in Schedule D), shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (La Jolla Pharmaceutical Co)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares ADSs for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesADSs. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares ADSs 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 best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Mindray Medical International LTD)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions as may be reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered 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 best efforts to obtain the withdrawal thereof at the earliest possible momentas promptly as possible.
Appears in 1 contract
Samples: Underwriting Agreement (Artiva Biotherapeutics, Inc.)
