Common use of Blue Sky in Piggyback Registration Clause in Contracts

Blue Sky in Piggyback Registration. In the event of any Piggyback Registration, Borrower shall exercise commercially reasonable efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (a) Borrower shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (b) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by the selling stockholders.

Appears in 1 contract

Samples: Convertible Subordinated Promissory Note (Complete Genomics Inc)

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Blue Sky in Piggyback Registration. In the event of any Piggyback RegistrationRegistration of Registrable Securities pursuant to Section 9, Borrower shall the Company will exercise commercially reasonable its best efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (ai) Borrower the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (bii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholdersshareholders, such expenses shall be payable pro rata by the selling stockholdersshareholders.

Appears in 1 contract

Samples: Information and Registration Rights Agreement (Rambus Inc)

Blue Sky in Piggyback Registration. In the event of any Piggyback RegistrationRegistration of Registrable Securities pursuant to this Section 1.13, Borrower shall exercise the Parent will use commercially reasonable efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (ai) Borrower the Parent shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (bii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by the selling stockholders.

Appears in 1 contract

Samples: Merger Agreement (Sorrento Therapeutics, Inc.)

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Blue Sky in Piggyback Registration. In the event of any Piggyback RegistrationRegistration of Registrable Securities pursuant to this Section 5.1, Borrower shall the Company will exercise commercially reasonable its best efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (ai) Borrower the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (bii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling stockholders, such expenses shall be payable pro rata by the selling stockholders.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

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