Common use of Blue Sky Compliance Clause in Contracts

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 48 contracts

Samples: Underwriting Agreement (EyePoint Pharmaceuticals, Inc.), Underwriting Agreement (Humacyte, Inc.), Underwriting Agreement (EyePoint Pharmaceuticals, Inc.)

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Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 25 contracts

Samples: Underwriting Agreement (Cardiff Oncology, Inc.), Underwriting Agreement (ClearPoint Neuro, Inc.), Underwriting Agreement (American Superconductor Corp /De/)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Public Units and any of the underlying securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Public Units and any of the underlying securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 20 contracts

Samples: Underwriting Agreement (Jackson Acquisition Co II), Underwriting Agreement (Jackson Acquisition Co II), Underwriting Agreement (Jackson Acquisition Co II)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Public Units and any of the underlying securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Public Units and any of the underlying securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 17 contracts

Samples: Underwriting Agreement (Roth CH Acquisition v Co.), Underwriting Agreement (Roth CH Acquisition v Co.), Underwriting Agreement (Roth CH Acquisition v Co.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 10 contracts

Samples: Underwriting Agreement (908 Devices Inc.), Underwriting Agreement (908 Devices Inc.), Underwriting Agreement (Cardiff Oncology, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as The Issuers will use reasonable best efforts, in cooperation with the Representatives may reasonably request Underwriters, to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer and sale distribution of Stock in such jurisdictionsthe Securities; provided that neither of the Company and its subsidiaries Issuers nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 8 contracts

Samples: Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 8 contracts

Samples: Underwriting Agreement (Anaptysbio, Inc), Underwriting Agreement (AN2 Therapeutics, Inc.), Underwriting Agreement (G1 Therapeutics, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 7 contracts

Samples: Underwriting Agreement (AerSale Corp), Underwriting Agreement (Interactive Strength, Inc.), Underwriting Agreement (Interactive Strength, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 6 contracts

Samples: Underwriting Agreement (Nkarta, Inc.), Underwriting Agreement (Sutro Biopharma, Inc.), Underwriting Agreement (Nkarta, Inc.)

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity, or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 6 contracts

Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale by the Underwriters under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file or take any action that would constitute a general consent to service of process in any such jurisdiction or (iii) subject itself or any of its affiliates to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Rockwell Collins Inc), Underwriting Agreement (Rockwell Collins Inc), Underwriting Agreement (Rockwell Collins Inc)

Blue Sky Compliance. To take promptly from time to time such actions as The Company and the Representatives may reasonably request Guarantors will use reasonable best efforts, in cooperation with the Underwriters, to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer and sale distribution of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Amcor PLC), Underwriting Agreement (Amcor PLC), Underwriting Agreement (Amcor PLC)

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Brown & Brown Inc), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Emcore Corp), Underwriting Agreement (Calyxt, Inc.), Underwriting Agreement (Tilray, Inc.)

Blue Sky Compliance. To take promptly Promptly from time to time to take such actions action as the Representatives may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, request and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictionsjurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it would not otherwise be required to so qualifiedqualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if in which it is would not otherwise so be subject.;

Appears in 3 contracts

Samples: Underwriting Agreement (Sandridge Energy Inc), Underwriting Agreement (Sandridge Energy Inc), Underwriting Agreement (Sandridge Energy Inc)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations (or other entities) in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Greenlane Holdings, Inc.), Underwriting Agreement (Greenlane Holdings, Inc.), Underwriting Agreement

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Offered Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsOffered Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriters may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriters may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Shotspotter, Inc), Underwriting Agreement (Aldeyra Therapeutics, Inc.)

Blue Sky Compliance. To take promptly from time furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) states as the Representatives Managers or the Forward Purchasers may reasonably designate and to continue use its commercially reasonable efforts to maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer and sale of Stock in such jurisdictionsthe Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations partnership or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Independence Realty Trust, Inc.), Equity Distribution Agreement (Mid-America Apartments, L.P.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Offered ADSs for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Offered ADSs in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (COMPASS Pathways PLC), Underwriting Agreement (COMPASS Pathways PLC)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Public Shares and any of the underlying securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Public Shares and any of the underlying securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Panacea Acquisition Corp. II), Underwriting Agreement (Panacea Acquisition Corp. II)

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity, or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualified, qualify; (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky blue sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale initial resale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) qualified or to file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 2 contracts

Samples: Purchase Agreement (Sarepta Therapeutics, Inc.), Purchase Agreement (Sarepta Therapeutics, Inc.)

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Notes for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsNotes; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity, or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will use its reasonable best efforts, with the Representatives may reasonably request Representatives’ cooperation, if necessary, to qualify the Stock Offered ADSs for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable best efforts to continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsADSs; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Molecular Partners Ag), Underwriting Agreement (Molecular Partners Ag)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky blue sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such lawslaws in all material respects, for so long as required to permit the offer and sale of the Stock in such jurisdictions; provided provided, that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Viewray Inc), Underwriting Agreement (Viewray Inc)

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file or take any action that would constitute a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Brown & Brown, Inc.), Underwriting Agreement (Brown & Brown, Inc.)

Blue Sky Compliance. To take promptly The Company will, with cooperation from time to time such actions as the Representatives may reasonably request to and the counsel for the Underwriters, qualify the Stock Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale of Stock the Shares but in such jurisdictionsno event longer than 180 days from the Closing Date; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) execute or file a any general consent to service of process in any such jurisdiction or take any other action that would subject itself to general service of process in such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (X4 Pharmaceuticals, Inc), Underwriting Agreement (X4 Pharmaceuticals, Inc)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Cabaletta Bio, Inc.), Underwriting Agreement (Cabaletta Bio, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities and the exercise of the Warrants in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (CAPSTONE TURBINE Corp)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will cooperate with the Representatives may reasonably request Representative in endeavoring to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request in writing and will endeavor to continue such qualifications in effect, and to comply with such laws, for effect so long as reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Southwestern Energy Co)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations or other entities in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (BOSTON OMAHA Corp)

Blue Sky Compliance. To take promptly from time to time such actions as The Company and the Representatives may reasonably request Guarantor will cooperate with the Initial Purchasers to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as may be reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor the Guarantor shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise already so subject.

Appears in 1 contract

Samples: Purchase Agreement (Sysco Corp)

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Offered Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Offered Shares in such jurisdictions; provided that each of the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Centogene N.V.)

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Shares for offering offer and sale by the Underwriters under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsShares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file or take any action that would constitute a general consent to service of process in any such jurisdiction or (iii) subject itself or any of its affiliates to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Arvinmeritor Inc)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will use its reasonable best efforts, in cooperation with the Representatives may reasonably request Representative, to qualify the Stock Securities (if necessary) for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (WHITEWAVE FOODS Co)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will endeavor, in cooperation with the Representatives may reasonably request Representatives, to qualify the Stock Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required required, in the reasonable judgment of counsel to permit the offer and sale Representatives, for distribution of Stock in such jurisdictionsthe Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Orbotech LTD)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Nivalis Therapeutics, Inc.)

Blue Sky Compliance. To take promptly Promptly from time to time to take such actions action as the Representatives Representative may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, request and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictionsjurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it would not otherwise be required to so qualifiedqualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if in which it is would not otherwise so be subject.;

Appears in 1 contract

Samples: Underwriting Agreement (Sandridge Energy Inc)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Sutro Biopharma, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will cooperate with the Representatives may reasonably request Initial Purchasers to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) in the United States and Canada as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor the Guarantor shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Edgen Murray II, L.P.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky blue sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Radiant Logistics, Inc)

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Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Shares in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Inhibrx, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will cooperate with the Representatives may reasonably request Initial Purchasers and their counsel to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Tower Automotive Inc)

Blue Sky Compliance. To take The Company will promptly from time to time to take such actions action as the Representatives Underwriters may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, have requested and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictions; provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation in any jurisdiction where it is not now so qualified or in which they are it would not otherwise be required to so qualifiedqualify, (ii) file a general consent to service of process in any jurisdiction such jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if where it is not now subject or in which it would not otherwise so be subject.

Appears in 1 contract

Samples: Underwriting Agreement (Cott Corp /Cn/)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (AerSale Corp)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Shares and Warrants for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Shares and Warrants in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (American Superconductor Corp /De/)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Xxxxx may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Xxxxx may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock the Units and the exercise of the Warrants in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction jurisdiction, if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Solar3d, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as The Company and the Representatives may reasonably request to Escrow Issuer will qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that none of the Company and its subsidiaries Company, the Escrow Issuer or any of the Subsidiary Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Universal Health Services Inc)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will use its best efforts, in cooperation with the Representatives may reasonably request Initial Purchasers, to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor the Guarantor shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Whiting Petroleum Corp)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Units for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Units in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (BIND Therapeutics, Inc)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations or business entities in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (BigBear.ai Holdings, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Xxxxx may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Xxxxx may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Universal Stainless & Alloy Products Inc)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries Material Subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Identiv, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction jurisdiction, if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Ohr Pharmaceutical Inc)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will endeavor, in cooperation with the Representatives may reasonably request Representatives, to qualify the Stock Shares for offering offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required required, in the reasonable judgment of counsel to permit the offer and sale Representatives, for distribution of Stock in such jurisdictionsthe Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Equity Securities Underwriting Agreement (Orbotech LTD)

Blue Sky Compliance. To take promptly from time to time such actions as The Company shall cooperate with the Representatives may reasonably request Representative and its counsel in endeavoring to qualify the Stock Securities for offering offer and sale in connection with the offering under (or obtain exemptions from the application of) the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue shall maintain such qualifications and/or exemptions in effect, and to comply with such laws, for effect so long as required to permit for the offer and sale distribution of Stock in such jurisdictionsthe Securities; provided provided, however, that the Company and its subsidiaries shall not be obligated required in connection therewith, as a condition thereof, to (i) qualify as a foreign corporations corporation or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file qualified or to execute a general consent to service of process in any jurisdiction or (iii) subject itself to taxation as doing business in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 1 contract

Samples: Underwriting Agreement (Intec Pharma Ltd.)

Blue Sky Compliance. To take promptly from time to time such actions as The Company and the Representatives may reasonably request Guarantors will cooperate with the Initial Purchaser to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Initial Purchaser shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it is not now so qualified, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Ethan Allen Interiors Inc)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Common Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Common Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Jasper Therapeutics, Inc.)

Blue Sky Compliance. To The Company will take promptly from time to time such actions action as the Representatives may Representative reasonably request requests to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor the Parent Guarantor shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Kinetik Holdings Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations or business entities in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Asure Software Inc)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Nkarta, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Offered ADSs for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic U.S. or foreignnon-U.S.) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Offered ADSs in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Bavarian Nordic a/S / ADR)

Blue Sky Compliance. To take promptly from time to time such actions as The Company will cooperate with the Representatives may reasonably request Initial Purchasers and their counsel to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any jurisdiction or such jurisdiction, (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectsubject or (iv) make any change to its certificate of incorporation, by-laws or other organization documents.

Appears in 1 contract

Samples: Purchase Agreement (National Credit & Guaranty CORP)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to The Company will qualify the Stock Securities and the Underlying Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer Securities and sale of Stock in such jurisdictionsthe Underlying Securities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualify or where it is not now so qualified, (ii) file a any general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Rite Aid Corp)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries Subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (YogaWorks, Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Shares in such states and/or jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any state or jurisdiction in which they are not so qualified, (ii) qualified or to file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 1 contract

Samples: Underwriting Agreement (CVSL Inc.)

Blue Sky Compliance. To take promptly Promptly from time to time to take such actions action as the Representatives you may reasonably request to qualify the Stock ADSs for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives you may reasonably designate and to continue such qualifications in effect, request and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictions; jurisdictions for as long as may be necessary to complete the distribution of the ADSs, provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in any jurisdiction securities (in which they are each case, where not so qualifiedotherwise required), (ii) to file a general consent to service of process in any jurisdiction (where not otherwise required) or (iii) subject itself to taxation in any such jurisdiction if it is (where not otherwise so subjectrequired).

Appears in 1 contract

Samples: International Underwriting and Placement Facilitation Agreement (CPFL Energy INC)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Offered Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Offered Securities in such jurisdictions; provided that the Company and its subsidiaries the Subsidiary shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Milestone Pharmaceuticals Inc.)

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Loxo Oncology, Inc.)

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