Blue Sky Filings. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the Purchaser.
Blue Sky Filings. The Company will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction.
Blue Sky Filings. The Borrower shall take such action as is necessary in order to obtain an exemption for, or to qualify the Conversion Shares for, issuance and sale to the Purchasers under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any of the Purchasers.
Blue Sky Filings. The Company will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market making activities in respect of the Public Securities, (ii) the date on which the Public Securities are listed or quoted, as the case may be, on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market (or any successor to such entities) and (iii) the date of the liquidation of the Company (the period from the Effective Date to such earliest date, the “Blue Sky Compliance Period”), in each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction.
Blue Sky Filings. The Company will use its best efforts, in cooperation with the Underwriter, at or prior to the time the Registration Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the Underwriter may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Underwriter agrees that such action is not at the time necessary or advisable, use its best efforts to file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction.
Blue Sky Filings. The Partnerships will use their best efforts to qualify Units for offer and sale under the Blue Sky laws of such jurisdictions as DWR may reasonably request, to make applications, file documents, and furnish information as may be reasonably required for that purpose, and to comply with such laws so as to permit the continuance of sales and dealings in such jurisdictions for as long as may be necessary to complete the offer and sale of Units; provided, however, that neither the Partnerships nor the General Partner will be required to qualify as or be subject to taxation as a foreign partnership or corporation or to execute a general consent to service of process in any jurisdiction. The Partnerships further agree that their counsel will prepare and deliver to DWR Blue Sky surveys which will set forth, for DWR's guidance, in what manner, at what time, in what amounts, and by whom Units may be offered and sold in jurisdictions requested by DWR as provided above.
Blue Sky Filings. The Company shall make all filings, if any, under applicable securities or “Blue Sky” Laws of the states of the United States as shall be necessary in connection with the offering and sale of the Preferred Shares and the Conversion Shares.
Blue Sky Filings. All Blue Sky filings and permits or orders required to carry out the transactions contemplated by this Agreement shall have been made and received containing no term or condition reasonably unacceptable to it.
Blue Sky Filings. 1. Upon request and with at least 60 days’ prior written notice by Investment Manager, with respect to any particular Fund, SS&C DST will provide the Investment Manager with Blue Sky services, which will include the following:
(i) Coordinate the conversion, including any and all related state filings, from the Investment Manager’s existing Blue Sky service provider to SS&C DST, including all state permits and all activated Sales Feeds identified by the Investment Manager.
(ii) File the Form D and amendments thereto with the Securities and Exchange Commission in the required format.
(iii) File a copy of each applicable Fund’s Form D, and any applicable related forms, in all states and territories in which the Investment Manager has directed SS&C DST in writing to file.
(iv) File a copy of each applicable Fund’s Form D/A to the extent required by each state and territory.
(v) File applicable Fund’s sales and investor total information to the extent required by each state and territory.
(vi) Invoice applicable Fund(s) for fees owed to each state and territory in accordance with procedures agreed upon in writing by SS&C DST and the Investment Manager.
(vii) At the direction of the Investment Manager, make payments of state fees.
(viii) Utilize the North American Securities Administrators Association’s Electronic Filing Depository (EFD) in any and all available states and territories.
(ix) Review initial and/or additional subscriptions against existing filings to determine which states or territories may require copies of the Form D to be submitted.
2. In connection with the Blue Sky Filing services, the Investment Manager shall:
(i) Serve as liaison between the applicable Funds’ existing Blue Sky provider and SS&C DST to facilitate the conversion of the applicable Funds’ existing files and Sales Feeds to SS&C DST’s Blue Sky database.
(ii) In the event Blue Sky services are being outsourced from the Investment Manager’s internal business unit, provide a project manager, or an individual to serve in such capacity, separate from the Investment Manager’s internal business unit currently performing Blue Sky work, to serve as SS&C DST’s primary contact for the duration of the Blue Sky conversion project.
(iii) In the event Blue Sky services are being outsourced from the Investment Manager’s internal business unit, allow SS&C DST to establish the duration and project plan for the conversion project.
(iv) With respect to each applicable Fund, determine the states and ...
Blue Sky Filings. Parent shall use its reasonable efforts to register and qualify the securities covered by the Registration Statement under the Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
