Common use of Blue Sky Laws Clause in Contracts

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the Purchasers.

Appears in 10 contracts

Samples: Convertible Preferred Stock Purchase Agreement (Market Central Inc), Sicav Two Securities Purchase Agreement (Nano Chemical Systems Holdings, Inc.), Sicav One Securities Purchase Agreement (Nano Chemical Systems Holdings, Inc.)

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Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be not required in connection therewith to (a) qualify as a foreign corporation where they are not now so qualified, or (b) submit to taxation or general service of process in such jurisdiction. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the PurchasersPurchaser.

Appears in 5 contracts

Samples: Convertible Debenture Purchase Agreement (Empire Energy Corp), Convertible Debenture Purchase Agreement (Insite Vision Inc), Convertible Debenture Purchase Agreement (Reality Wireless Networks Inc)

Blue Sky Laws. The In accordance with the Registration Rights Agreement, the Company shall cooperate with qualify and obtain exemptions for the Purchaser in connection with the exemption from registration of the Securities Underlying Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may requestrequest and shall continue such qualification or exemption at all times until the Purchaser notify the Company in writing that it no longer owns Securities; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees qualified or to take any action that it will execute all necessary documents and pay all necessary state filing or notice fees to enable would subject the Company to sell the Securities to the Purchasersgeneral service of process in any such jurisdiction where it is not then so subject.

Appears in 5 contracts

Samples: Convertible Debenture Purchase Agreement (JNC Opportunity Fund LTD), Convertible Debenture Purchase Agreement (Eurotech LTD), Convertible Debenture Purchase Agreement (JNC Opportunity Fund LTD)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares to the PurchasersPurchaser.

Appears in 4 contracts

Samples: Restricted Equity Purchase Agreement (Indigo-Energy, Inc.), Restricted Equity Purchase Agreement (Innuity, Inc. /Ut/), Restricted Equity Purchase Agreement (Airbee Wireless, Inc.)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to (a) qualify as a foreign corporation where they are not now so qualified, or (b) submit to taxation or general service of process in such jurisdiction. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the PurchasersPurchaser.

Appears in 3 contracts

Samples: Convertible Debenture Purchase Agreement (Global It Holdings Inc), Convertible Debenture Purchase Agreement (Michelex Corp), Convertible Debenture Purchase Agreement (Donobi Inc)

Blue Sky Laws. The Company and the Initial Stockholders shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall not be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees and the Initial Stockholders agree that it they will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company and the Initial Stockholders to sell the Securities Shares to the PurchasersPurchaser.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Zane Acquisition I Inc), Common Stock Purchase Agreement (Zane Acquisition Ii Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to qualify for an exemption from registration of the Shares and sell the Securities Shares to the Purchasers.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Miscor Group, Ltd.), Convertible Redeemable Preferred Stock Purchase Agreement (Miscor Group, Ltd.)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares to the PurchasersPurchaser.

Appears in 2 contracts

Samples: Sicav One Securities Purchase Agreement (IsoRay, Inc.), Sicav Two Securities Purchase Agreement (IsoRay, Inc.)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares to the Purchasers.

Appears in 2 contracts

Samples: Sicav One Stock Purchase Agreement (Startech Environmental Corp), Sicav Two Stock Purchase Agreement (Startech Environmental Corp)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall not be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares to the PurchasersPurchaser.

Appears in 2 contracts

Samples: Convertible Preferred Stock Purchase Agreement (MPLC, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Mediavest, Inc.)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration qualification of the Securities Shares and the Underlying Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may requestrequest and to continue such qualification at all times; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the Purchasers.

Appears in 2 contracts

Samples: Convertible Preferred Stock Purchase Agreement (Century Aluminum Co), Convertible Preferred Stock Purchase Agreement (Glencore International Ag)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares and Warrants under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; providedPROVIDED, howeverHOWEVER, that neither the Company nor and its Subsidiaries subsidiaries shall not be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares and Warrants to the PurchasersPurchaser.

Appears in 1 contract

Samples: Purchase Agreement (Duane Reade Holdings Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; provided, however, that neither the Company nor its Subsidiaries shall not be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares to the PurchasersPurchaser.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Amalgamated Technologies Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser Purchasers in connection with the exemption from registration of the Securities Debentures, the Warrants, Underlying Shares, and the Warrant Shares for sale to the Purchaser under the securities or Blue Sky laws of such jurisdictions as the Purchasers may requestall applicable jurisdictions; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state State filing or notice fees to enable the Company to sell the Securities Debentures and/or Warrants to the Purchasers.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (International Fuel Technology Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Preferred Stock under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; provided, however, that neither the Company nor its Subsidiaries shall not be required in connection therewith to qualify as a foreign corporation where they are it is not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Preferred Stock to the Purchasers.

Appears in 1 contract

Samples: Subscription Agreement (Essential Reality Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser in --------------- connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be not required in connection -------- ------- therewith to (a) qualify as a foreign corporation where they are not now so qualified, or (b) submit to taxation or general service of process in such jurisdiction. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the PurchasersPurchaser.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Heritage Worldwide Inc)

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Blue Sky Laws. The Company shall cooperate with the Purchaser Purchasers in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; provided, however, that neither the Company nor its Subsidiaries shall not be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares to the Purchasers.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (MPLC, Inc.)

Blue Sky Laws. The Company shall cooperate with the ------------- Purchaser in connection with the exemption from registration of the Securities Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may requestrequest and to continue such exemption at all times through the fourth anniversary of the Closing Date; provided, however, that neither the Company nor -------- ------- its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares to the PurchasersPurchaser.

Appears in 1 contract

Samples: Purchase Agreement (Wolfpack Corp)

Blue Sky Laws. The Company shall cooperate with the Purchaser Purchasers in connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; provided, however, that neither the Company nor its Subsidiaries shall be not required in connection therewith to (a) qualify as a foreign corporation where they are not now so qualified, or (b) submit to taxation or general service of process in such jurisdiction. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the Purchasers.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Blue Moon Group Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to (a) qualify as a foreign corporation where they are not now so qualified, or (b) submit to general service of process in such jurisdiction. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the PurchasersPurchaser.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Columbia Bakeries Inc)

Blue Sky Laws. The In any registration under Section 2(a), 2(b) and 2(f), the Company shall cooperate use its reasonable best efforts to register, qualify, or effect an exemption with respected to the Purchaser in connection with the exemption from registration shares of Common Stock of the Securities Shareholders under the securities or Blue Sky "blue sky" laws of such jurisdictions states as may be reasonably requested by the Purchasers may requestShareholders or the managing underwriter(s); provided, however, that neither the Company nor its Subsidiaries company shall not be required in connection therewith to qualify as to do business or to file a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees general consent to enable the Company to sell the Securities to the Purchasersservice of process in any .such jurisdictions.

Appears in 1 contract

Samples: Redemption and Stock Exchange Agreement (McNeill Phillip Sr)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities Shares and Warrant under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor and its Subsidiaries subsidiaries shall not be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities Shares and Warrant to the PurchasersPurchaser.

Appears in 1 contract

Samples: Purchase Agreement (Duane Reade Holdings Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the PurchasersPurchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (Iwt Tesoro Corp)

Blue Sky Laws. The Company shall cooperate with the Purchaser in connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers may request; providedPROVIDED, howeverHOWEVER, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the Purchasers.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Hy Tech Technology Group Ing)

Blue Sky Laws. The In accordance with the Registration Rights Agreement, the Company shall cooperate with qualify or exempt the Purchaser in connection with the exemption from registration issuance and sale of the Securities Underlying Shares under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may requestreasonably request and shall continue such qualification or exemption at all times until the Purchaser notifies the Company in writing that it no longer owns Securities; provided, however, that neither the Company nor its Subsidiaries shall be required in connection therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the Purchasers.foreign

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Ecogen Inc)

Blue Sky Laws. The Company shall cooperate with the Purchaser in --------------- connection with the exemption from registration of the Securities under the securities or Blue Sky laws of such jurisdictions as the Purchasers Purchaser may request; provided, however, that neither the Company nor its Subsidiaries shall be not required in connection -------- ------- therewith to qualify as a foreign corporation where they are not now so qualified. The Company agrees that it will execute all necessary documents and pay all necessary state filing or notice fees to enable the Company to sell the Securities to the PurchasersPurchaser.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Heritage Worldwide Inc)

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