Blue Sky Memorandum Sample Clauses

Blue Sky Memorandum. Memorandum compiling the results of a review of Blue Sky laws and the application of such laws in connection with the Offering.
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Blue Sky Memorandum. The Representative and the Company shall have received from Xxxxxxxxx Xxxxxxx, LLP, at or prior to the Closing Date, a memorandum or summary, in form and substance satisfactory to the Representative, with respect to the qualification for offering and sale by the Underwriters of the Securities under the state securities or Blue Sky laws of such jurisdictions as the Representative may have designated to the Company.
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Blue Sky Memorandum. The Representative shall have received at or prior to the Closing Date from Xxxxxxxx Chance US LLP a memorandum or summary, in form and substance satisfactory to the Representative, with respect to the qualification for offering and sale by the Underwriters of the Shares under the State securities or Blue Sky laws of such jurisdictions as the Representative may reasonably have designated to the Company.
Sample 1
Blue Sky Memorandum. Each of the Representatives shall have received at or prior to the Closing Date from Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP a memorandum or summary, in form and substance reasonably satisfactory to the Representatives, with respect to the qualification for offering and sale by the Underwriters of the Securities under the state securities or blue sky laws of such jurisdictions as the Representatives may reasonably have designated to the Company.
Sample 1
Blue Sky Memorandum. The Representatives shall have received at or prior to the First Closing Date from counsel to the Underwriters a memorandum or summary, in form and substance satisfactory to the Representatives, with respect to the qualification for offering and sale by the Underwriters of the Offer Shares under the state securities or blue sky laws of such jurisdictions as the Representatives may reasonably have designated to the Company.
Sample 1
Blue Sky Memorandum. To furnish to Ameriprise, and Ameriprise may be allowed to rely upon, a Blue Sky Memorandum, prepared by counsel acceptable to Ameriprise and the Company naming the jurisdictions in which the Shares have been qualified for sale under the respective securities laws of such jurisdiction. In each jurisdiction where the Shares have been qualified, the Company and the Managing Dealer will make and file such statements and reports in each year as are or may be required by the laws of such jurisdiction.
Sample 1
Blue Sky Memorandum. As a condition of closing, the Company will provide notice of the Offering under the applicable laws of such states as may be selected by the Placement Agent and agreed to by the Company.
Sample 1
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Blue Sky Memorandum. As a condition of closing, the Company will qualify the Units, or such part thereof as requested by the Placement Agent, for offer and sale and will take whatever action necessary in connection with filing or maintaining any appropriate exemption from such qualification or registration under the applicable laws of and such other states as may be selected by the Placement Agent and agreed to by the Company, and continue such qualifications and exemption in effect so long as required for the purposes of the offer and sale of the Units. The Company will cause a Blue Sky Memorandum to be prepared by counsel to the Company to be delivered to the Placement Agent on the date of this Agreement and the Closing Dates. The Blue Sky Memorandum shall set forth those states or jurisdictions wherein the Units have been registered or otherwise qualified for sale or shall specify the exemption from registration that may be relied on for the offer and sale of the Units. The Blue Sky Memorandum will be promptly amended as necessary. The Company agrees that the Placement Agent and Selected Dealers, if any, may rely on the Blue Sky Memorandum in connection with the offer and sale of the Units.
Sample 1
Blue Sky Memorandum. The Company shall have received from Haskell Slaughter Young & Rediker, LLC, counsel to the Company, a blue xxx xxxxxxxxxx xddressed xx xxx Company, dated as of the Closing Date, the form and substance of which shall be acceptable to the Company.
Sample 1

Related to Blue Sky Memorandum

  • Blue Sky Filing Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the Company, at its expense, 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 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.

  • Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.

  • Delivery of Prospectus The Company shall furnish to the Warrant Agent sufficient copies of a prospectus meeting the requirements of the Securities Act of 1933, as amended, relating to the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.

  • Form D; Blue Sky Filings The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. 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 Purchasers 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 any Purchaser.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • No Blue Sky Stop Orders No order suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 3.3 hereof, if any, shall have been issued on either the Closing Date or the Option Closing Date, and no proceedings for that purpose shall have been instituted or shall be contemplated.

  • Blue Sky Matters Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or “Blue Sky” laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction, notwithstanding any information we may furnish to you in that connection.

  • Preparation of Prospectus Immediately following the execution of this Agreement, the Company will, subject to Section 3(b) hereof, prepare the Prospectus, which shall contain the selling terms of the Securities, the plan of distribution thereof and such other information as may be required by the 1933 Act or the 1933 Act Regulations or as the Representatives and the Company may deem appropriate, and, if requested by the Representatives, will prepare an Issuer Free Writing Prospectus containing the information set forth in Schedule II hereto and such other information as may be required by Rule 433 or as the Representatives and the Company may deem appropriate, and will file or transmit for filing with the Commission, the Prospectus in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and, if applicable, Rule 433(d), the Prospectus and any such Issuer Free Writing Prospectus.

  • Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

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