Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 7 contracts
Samples: Underwriting Agreement (Metacrine, Inc.), Underwriting Agreement (Dicerna Pharmaceuticals Inc), Underwriting Agreement (Dicerna Pharmaceuticals Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 6 contracts
Samples: Underwriting Agreement (Ocular Therapeutix, Inc), Underwriting Agreement (SQZ Biotechnologies Co), Underwriting Agreement (Ocular Therapeutix, Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Abraxas Petroleum Corp), Underwriting Agreement (Sanchez Energy Corp), Underwriting Agreement (Sanchez Energy Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives Sales Agent and counsel for the Underwriters Sales Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesSales 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 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Sales Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 6 contracts
Samples: Open Market Sale Agreement (Trinity Capital Inc.), Open Market Sale Agreement (Trinity Capital Inc.), Open Market Sale Agreement (Trinity Capital Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger III Corp)
Blue Sky Compliance. The Company shall reasonably cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent 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 commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Atm Agency Agreement (India Globalization Capital, Inc.), Atm Agency Agreement (India Globalization Capital, Inc.), Atm Agency Agreement (India Globalization Capital, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Notes, except 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 qualifiedqualified or where it would be subject to taxation as a foreign business. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 6 contracts
Samples: Underwriting Agreement (Amphenol Corp /De/), Underwriting Agreement (Amphenol Corp /De/), Underwriting Agreement (Amphenol Corp /De/)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Open Market Sale Agreement (Vivani Medical, Inc.), Open Market Sale Agreement (Minerva Neurosciences, Inc.), Open Market Sale Agreement (Sangamo Therapeutics, Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agents and counsel for the Underwriters Agents to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgents, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agents promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 5 contracts
Samples: Equity Distribution Agreement (BridgeBio Pharma, Inc.), Open Market Sale Agreement (CureVac N.V.), Sales Agreement (BioNTech SE)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Underwriting Agreement (Natural Gas Services Group Inc), Underwriting Agreement (Toreador Resources Corp), Underwriting Agreement (Allis Chalmers Energy Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application ofqualification or registration under) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation 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 qualifiedqualified or where it would be subject to taxation as a foreign business. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Kansas City Southern)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters Representative to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) laws of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Underwriting Agreement (Mathstar Inc), Underwriting Agreement (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) laws of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 5 contracts
Samples: Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Global Traffic Network, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 5 contracts
Samples: Open Market Sale Agreement (Achieve Life Sciences, Inc.), Open Market Sale Agreement (Vuzix Corp), Open Market Sale Agreement (Alpha Tau Medical Ltd.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 4 contracts
Samples: Underwriting Agreement (U S Restaurant Properties Inc), Underwriting Agreement (RFS Hotel Investors Inc), Underwriting Agreement (RFS Hotel Investors Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Sol-Gel Technologies Ltd.), Open Market Sale Agreement (Sol-Gel Technologies Ltd.), Open Market Sale Agreement (Sol-Gel Technologies Ltd.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (law or other foreign laws) laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (BeyondSpring Inc.), Underwriting Agreement (BeyondSpring Inc.), Underwriting Agreement (BeyondSpring Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Pioneer Drilling Co), Underwriting Agreement (Pioneer Drilling Co), Underwriting Agreement (Pioneer Drilling Co)
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Gulfport Energy Corp), Underwriting Agreement (Gastar Exploration LTD), Underwriting Agreement (Gulfport Energy Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Emerald Oil, Inc.), Underwriting Agreement (Callon Petroleum Co), Underwriting Agreement (Abraxas Petroleum Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (LHC Group, Inc), Underwriting Agreement (Aurora Oil & Gas CORP), Underwriting Agreement (LHC Group, Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the U.S. state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible momentthereof.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Assembly Biosciences, Inc.), Open Market Sale Agreement (Assembly Biosciences, Inc.), Open Market Sale Agreement (Translate Bio, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application ofqualification or registration under) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation 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 qualifiedqualified or where it would be subject to taxation as a foreign business. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Purchase Agreement (Kansas City Southern), Purchase Agreement (Kansas City Southern De Mexico, S.A. De C.V.), Purchase Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws (or other foreign laws) Laws of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Ocugen, Inc.), Underwriting Agreement (Chiasma, Inc), Underwriting Agreement (Cassava Sciences Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Units for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares 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 reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 3 contracts
Samples: Underwriting Agreement (Liquidia Corp), Underwriting Agreement (Liquidia Corp), Underwriting Agreement (Liquidia Technologies Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Units for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, Representative. The Company shall use its reasonable best efforts 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 Offered SharesUnits. The Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Units for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purposejurisdiction, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Red Mountain Resources, Inc.), Underwriting Agreement (Red Mountain Resources, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Gastar Exploration LTD), Underwriting Agreement (Gulfport Energy Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Cal Dive International, Inc.), Underwriting Agreement (Quatrx Pharmaceuticals Co)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The ; provided, however, 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. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Patriot Capital Funding, Inc.), Underwriting Agreement (Patriot Capital Funding, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Liquidia Technologies Inc), Underwriting Agreement (Liquidia Technologies Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Corbus Pharmaceuticals Holdings, Inc.), Open Market Sale Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agents and counsel for the Underwriters Agents to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgents, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agents promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Tilray Brands, Inc.), Sales Agreement (Tilray Brands, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Placement Agent and counsel for the Underwriters Placement Agent to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesPlacement 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 Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Placement Agency Agreement (Akerna Corp.), Placement Agency Agreement (Ritter Pharmaceuticals Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Landcadia Holdings, Inc.), Underwriting Agreement (Landcadia Holdings, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws (or other foreign laws) Laws of those jurisdictions designated by the Representatives, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Roivant Sciences Ltd.), Underwriting Agreement (Chiasma, Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentthereof.
Appears in 2 contracts
Samples: Open Market Sale Agreement (CRISPR Therapeutics AG), Open Market Sale Agreement (CRISPR Therapeutics AG)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, shall comply with such laws to the extent applicable 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will shall advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Open Market Sale Agreement (General Maritime Corp / MI), Open Market Sale Agreement (General Maritime Corp / MI)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agents and counsel for the Underwriters Agents to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgents, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agents promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 2 contracts
Samples: Sales Agreement (Vaxart, Inc.), Open Market Sale Agreement (Vaxart, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.Company
Appears in 2 contracts
Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Peritus Software Services Inc), Underwriting Agreement (Concord Communications Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application ofqualification or registration under) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation 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 qualifiedqualified or where it would be subject to taxation as a foreign business. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Purchase Agreement (Kansas City Southern), Purchase Agreement (Kansas City Southern)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, and shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Computer Literacy Inc), Underwriting Agreement (Computer Literacy Inc)
Blue Sky Compliance. The Company Companies shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company Companies 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 qualifiedqualified or where it would be subject to taxation as a foreign business. The Company Companies will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company Companies shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.), Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agents and counsel for the Underwriters Agents to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgents, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agents promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 2 contracts
Samples: Sales Agreement (Aclaris Therapeutics, Inc.), Sales Agreement (Aclaris Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as reasonably required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentthereof.
Appears in 2 contracts
Samples: Underwriting Agreement (International Manufacturing Services Inc), Underwriting Agreement (International Manufacturing Services Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters Representatives to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Cabg Medical Inc), Underwriting Agreement (Cabg Medical Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 2 contracts
Samples: Underwriting Agreement (Gulfport Energy Corp), Underwriting Agreement (Ceco Environmental Corp)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and its counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter (other than Quebec), shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 231037746 v5 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated reasonably requested by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent 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 commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas soon as possible.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives [—] and counsel for the Underwriters [—] to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives[—], shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives [—] promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company Companies shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company Companies 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 qualifiedqualified or where it would be subject to taxation as a foreign business. The Company Companies will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company Companies shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Nationstar Mortgage Holdings Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws (or other foreign laws) Laws of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall use commercially reasonable efforts to cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent 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 commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 1 contract
Samples: Open Market Sale Agreement (Seelos Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Xxxxxxx Xxxxx and its counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesXxxxxxx Xxxxx, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation 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 qualifiedqualified or where it would be subject to taxation as a foreign business. The Company will advise the Representatives Xxxxxxx Xxxxx promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) and of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (U S Restaurant Properties Inc)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The ; provided, however the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any such jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Ruths Chris Steak House, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) laws of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters Initial Purchasers to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesNotes. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Agents and counsel for the Underwriters Agents to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgents, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agents 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 commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Notwithstanding the foregoing, the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.. 2085477v11
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities Securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws Laws or Canadian provincial securities laws (or other foreign laws) Laws of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws Laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives ------------------- Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered 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 (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as reasonably required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentthereof.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign non-U.S. laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momenttime.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesRepresentative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall use reasonable best efforts to cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Papa Murphy's Holdings, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 1 contract
Samples: Underwriting Agreement (Aerovate Therapeutics, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as reasonably required for the distribution of the Offered Common Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall use reasonable best efforts to cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Samples: Underwriting Agreement (Papa Murphy's Holdings, Inc.)
Blue Sky Compliance. The Company shall cooperate with the Representatives Co-Manager and counsel for the Underwriters Co-Manager to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesCo-Manager, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Co-Manager promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment. The Co-Manager may sell the Securities in Canada subject to Regulation A and all Canadian applicable rules.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions as may be reasonable designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered SharesSecurities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as reasonably practicable.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriter and counsel for the Underwriters Underwriter to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriter, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified. The Company will advise the Representatives Underwriter promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Underwriters and counsel for the Underwriters to qualify or register the Offered Common Shares for sale under (or obtain exemptions from the application of) the Blue Sky or state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesUnderwriters, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered 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 qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Underwriters promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.
Appears in 1 contract
Blue Sky Compliance. The Company shall cooperate with the Representatives Agent and counsel for the Underwriters Agent to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the RepresentativesAgent, 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 as a dealer of securities or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualifiedqualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible momentas soon as practicable.
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