Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 109 contracts
Samples: Sales Agreement (Orchestra BioMed Holdings, Inc.), Open Market Sale Agreement (ADC Therapeutics SA), Open Market Sale Agreement (Praxis Precision Medicines, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 45 contracts
Samples: Open Market Sale Agreement (Travere Therapeutics, Inc.), Open Market Sale Agreement (Adicet Bio, Inc.), Sales Agreement (Solid Biosciences Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 40 contracts
Samples: Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (Sonoco Products Co), Underwriting Agreement (RPM International Inc/De/)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 32 contracts
Samples: Open Market Sale Agreement (Virgin Galactic Holdings, Inc), Open Market Sale Agreement (Kymera Therapeutics, Inc.), Open Market Sale Agreement (AC Immune SA)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as reasonably practicable.
Appears in 28 contracts
Samples: Sales Agreement (Inventiva S.A.), Open Market Sale Agreement (Arrowhead Pharmaceuticals, Inc.), Open Market Sale Agreement (Apogee Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 24 contracts
Samples: Open Market Sale Agreement (Avadel Pharmaceuticals PLC), Open Market Sale Agreement (Aehr Test Systems), Open Market Sale Agreement (Aldeyra Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 24 contracts
Samples: Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as reasonably practicable.
Appears in 22 contracts
Samples: Open Market Sale Agreement (Akebia Therapeutics, Inc.), Open Market Sale Agreement (Humacyte, Inc.), Open Market Sale Agreement (Astria Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 14 contracts
Samples: Open Market Sale Agreement (Guardant Health, Inc.), Sales Agreement (4D Molecular Therapeutics, Inc.), Open Market Sale Agreement (Enliven Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Units for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesUnits. 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares 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 efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 14 contracts
Samples: Underwriting Agreement (NitroSecurity, Inc.), Underwriting Agreement (Ascent Solar Technologies, Inc.), Underwriting Agreement (Vaughan Foods, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 12 contracts
Samples: Open Market Sale Agreement (Carrols Restaurant Group, Inc.), Open Market Sale Agreement (Inotiv, Inc.), Open Market Sale Agreement (Tempest Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 10 contracts
Samples: Open Market Sale Agreement (ImmunityBio, Inc.), Open Market Sale Agreement (Intellia Therapeutics, Inc.), Open Market Sale Agreement (Sesen Bio, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesSecurities. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 9 contracts
Samples: Underwriting Agreement (Td Ameritrade Holding Corp), Underwriting Agreement (Airgas Inc), Underwriting Agreement (Td Ameritrade Holding Corp)
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 9 contracts
Samples: Underwriting Agreement (Dragon Victory International LTD), Underwriting Agreement (Dragon Victory International LTD), Underwriting Agreement (FOTV Media Networks Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Senior Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesSenior Notes. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares Senior 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 every reasonable effort to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 8 contracts
Samples: Underwriting Agreement (Great Plains Energy Inc), Underwriting Agreement (Kansas City Power & Light Co), Underwriting Agreement (Kansas City Power & Light Co)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesSecurities. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 8 contracts
Samples: Underwriting Agreement (Conagra Brands Inc.), Underwriting Agreement (Endurance Specialty Holdings LTD), Underwriting Agreement (Prologis, Inc.)
Blue Sky Compliance. The Company shall cooperate with the each Agent and counsel for the Agent Agents to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the each Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 each Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 7 contracts
Samples: Open Market Sale Agreement (Ardmore Shipping Corp), Open Market Sale Agreement (Ardmore Shipping Corp), Open Market Sale Agreement (Ardmore Shipping Corp)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Common Shares 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 of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 7 contracts
Samples: Underwriting Agreement (Childrens Place Retail Stores Inc), Underwriting Agreement (Compass International Services Corp), Underwriting Agreement (Travel Services International Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Sanchez Energy Corp), Underwriting Agreement (Sanchez Energy Corp), Underwriting Agreement (Sanchez Energy Corp)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent 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 of those jurisdictions designated by the AgentRepresentatives, 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 corporationqualified. The Company will advise the Agent 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 as soon as practicablepossible.
Appears in 5 contracts
Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as reasonably practicable.
Appears in 4 contracts
Samples: Open Market Sale Agreement (VBI Vaccines Inc/Bc), Open Market Sale Agreement (VBI Vaccines Inc/Bc), Open Market Sale Agreement (Immunome Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 4 contracts
Samples: Underwriting Agreement (Texas Roadhouse, Inc.), Underwriting Agreement (Texas Roadhouse, Inc.), Underwriting Agreement (Texas Roadhouse, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Bonds for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesBonds. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares Bonds 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 every reasonable effort to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 4 contracts
Samples: Underwriting Agreement (Evergy Kansas Central, Inc.), Underwriting Agreement (Evergy Kansas Central, Inc.), Underwriting Agreement (Evergy Kansas Central, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 4 contracts
Samples: At the Market Equity Offering Sales Agreement (Vor Biopharma Inc.), Open Market Sale Agreement (Verrica Pharmaceuticals Inc.), Open Market Sale Agreement (Design Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicable. Notwithstanding the foregoing, no Shares will be offered or sold in Canada, or knowingly to a person resident in Canada, pursuant to this Agreement.
Appears in 3 contracts
Samples: Sales Agreement (Zymeworks Inc.), Open Market Sale Agreement (Zymeworks BC Inc.), Open Market Sale Agreement (Zymeworks Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Bard C R Inc /Nj/), Underwriting Agreement (Bard C R Inc /Nj/), Underwriting Agreement (Bard C R Inc /Nj/)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment. Notwithstanding the foregoing, no Shares will be offered or sold in Canada, or knowingly to a person resident in Canada, pursuant to this Agreement.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Neptune Wellness Solutions Inc.), Open Market Sale Agreement (Aurinia Pharmaceuticals Inc.), Open Market Sale Agreement (Aurinia Pharmaceuticals Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares. The Notes; provided, that 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Flir Systems Inc), Underwriting Agreement (Flir Systems Inc), Underwriting Agreement (Flir Systems Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof as soon as reasonably practicable.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Gyre Therapeutics, Inc.), Sales Agreement (DBV Technologies S.A.), Open Market Sale Agreement (OptiNose, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Spruce Biosciences, Inc.), Open Market Sale Agreement (aTYR PHARMA INC), Open Market Sale Agreement (Vaxcyte, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesSecurities. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 every reasonable effort to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Great Plains Energy Inc), Underwriting Agreement (Great Plains Energy Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Icop Digital, Inc), Underwriting Agreement (Icop Digital, Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions such jurisdiction designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Alvotech), Open Market Sale Agreement
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicablethereof.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Concert Pharmaceuticals, Inc.), Open Market Sale Agreement (Karyopharm Therapeutics Inc.)
Blue Sky Compliance. The Company shall cooperate with the Placement Agent and counsel for the Placement Agent to qualify or register the Shares Units for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Placement Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesUnits. 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 Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares 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 efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Placement Agency Agreement (Adomani, Inc.), Placement Agency Agreement (Adomani, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions reasonably designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD), Underwriting Agreement (Takeda Pharmaceutical Co LTD)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions reasonably designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 2 contracts
Samples: Capital on Demand Sales Agreement (Aeglea BioTherapeutics, Inc.), Capital on Demand Sales Agreement (Aeglea BioTherapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesSecurities. 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 every reasonable effort to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Great Plains Energy Inc), Underwriting Agreement (Great Plains Energy Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent 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 of those jurisdictions designated by the AgentRepresentatives, 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 Agent 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 as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Accentia Biopharmaceuticals Inc), Underwriting Agreement (Accentia Biopharmaceuticals Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Placement Agents to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Placement Agent Agreement (Atossa Genetics Inc), Placement Agent Agreement (Atossa Genetics Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those U.S. jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Dell Inc), Underwriting Agreement (Dell Inc)
Blue Sky Compliance. The Company shall cooperate with the each Agent and counsel for the Agent Agents to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the each Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 each Agent promptly of the suspension of the qualification or registration of (or any such exemption relating DB1/ 93123888.10 to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Open Market Sale Agreement
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions reasonably designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as reasonably required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Usg Corp)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesOffered Securities. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares Offered 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Underwriters and counsel for the Agent Underwriters to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those other jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 to do so would subject it would be subject to taxation as a foreign corporationif it is not so subject. The Company will advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Watson Pharmaceuticals Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Senior Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesSenior Notes. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares Senior 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 every reasonable effort to obtain the withdrawal thereof as soon as practicable.at the earliest possible moment. (MP) 21075/533/UA/ua.xxx
Appears in 1 contract
Samples: Underwriting Agreement (Kansas City Power & Light Co)
Blue Sky Compliance. The Company Borrower shall cooperate with the Agent and counsel for the Agent to qualify or register the Loan Shares for sale under (or ADSs or obtain exemptions from the application of) of the state securities or blue sky laws or Canadian provincial securities other foreign laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesLoan Shares or ADSs. The Company Borrower 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 Borrower will advise the Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Loan 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 Borrower shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Credit Agreement (XINHUA SPORTS & ENTERTAINMENT LTD)
Blue Sky Compliance. The Company shall cooperate with the Agent Underwriters and counsel for the Agent Underwriters to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentAgent (other than Canada), shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof as soon as practicablethereof. Notwithstanding the foregoing, no Shares will be offered or sold in Canada, or knowingly to a person resident in Canada, pursuant to this Agreement.
Appears in 1 contract
Samples: Open Market Sale Agreement (Arbutus Biopharma Corp)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its commercially reasonable best efforts to obtain the withdrawal thereof as soon as reasonably practicable.
Appears in 1 contract
Samples: Open Market Sale Agreement (Eledon Pharmaceuticals, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Agents and counsel for the Agent Agents to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentAgents, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Agents promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Equity Distribution Agreement (Nouveau Monde Graphite Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agentlaws, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesOffered Securities. 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares Offered 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 every reasonable effort to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof as soon as practicablethereof.
Appears in 1 contract
Samples: Open Market Sale Agreement (VistaGen Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or βblue sky skyβ laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Common Shares 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 of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicable.at the earliest possible moment. Use of Proceeds. The Company shall apply the net proceeds from the sale of the
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions reasonably designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Underwriter and counsel for the Agent Underwriter to qualify or register the Common Shares 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 of those jurisdictions designated by the AgentUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment. Notwithstanding the foregoing, no Shares will be offered or sold in Canada, or knowingly to a person resident in Canada, pursuant to this Agreement.
Appears in 1 contract
Samples: Open Market Sale Agreement (ImmunoPrecise Antibodies Ltd.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares ADSs for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 commercially reasonable efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares. 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Lead Managers and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentLead Managers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Lead Managers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Thermo Fisher Scientific Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicablepracticable thereafter.
Appears in 1 contract
Samples: Atm Equity Offering Sales Agreement (Janux Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Senior Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesSenior Notes. 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 Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares Senior 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 every reasonable effort to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Initial Purchasers to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 β Company will advise the Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicablepracticable thereafter.
Appears in 1 contract
Samples: Underwriting Agreement (Allied World Assurance Co Holdings LTD)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws (or Canadian provincial securities laws other foreign laws) of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the SharesOffered Securities. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares Offered 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Blue Sky laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions reasonably designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 every reasonable effort to promptly obtain the withdrawal thereof as soon as practicablethereof.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof as soon as practicablethereof.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Shares. 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Prologis)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial state securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Open Market Sale Agreement (Rockley Photonics Holdings LTD)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as reasonably practicable.. β
Appears in 1 contract
Samples: Open Market Sale Agreement (Kala Pharmaceuticals, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent Agents and counsel for the Agent Agents to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the any Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Agents promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Representative and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 advise the Agent Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Endurance Specialty Holdings LTD)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Open Market Sales Agreement (Recursion Pharmaceuticals, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the Agent, shall to comply with such laws and shall to continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof as soon as practicablethereof.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent Underwriter and counsel for the Agent Underwriter to qualify or register the Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Blue Sky laws of those jurisdictions designated by the AgentUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Moog Inc)
Blue Sky Compliance. The Company shall cooperate with the Agent Representatives and counsel for the Agent Underwriters to qualify or register the Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those jurisdictions designated by the AgentRepresentatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the 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 as soon as practicableat the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Agent and counsel for the Agent to qualify or register the Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws of those U.S. jurisdictions designated by the Agent, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the 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 Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof as soon as practicable.
Appears in 1 contract
Samples: Open Market Sale Agreement (BioSig Technologies, Inc.)
