Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representative reasonably designates Placement Agent designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction or take any action that would subject it to taxation in which any such jurisdiction where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Underwriter designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will shall not be required to file a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified, any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representative Manager may reasonably designates designate and will continue use commercially reasonable efforts to maintain such qualifications in effect so long as required for the distribution of the Offered SecuritiesShares; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; Securities as contemplated hereby, provided however that in connection therewith, the Company will shall not be required to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably Underwriter designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction or take any action that would subject it to taxation in which any such jurisdiction where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications and exemptions in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for doing business in any such jurisdiction in which where it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for in respect of doing business in any such jurisdiction in which where it is not otherwise then so subject.

Blue Sky Qualifications. The Company will use reasonable best efforts to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewithprovided, however, that, the Company will shall not be required to file a general consent to service of process qualify or to qualify register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for doing business in any such jurisdiction in which where it is not otherwise so subjectpresently subject to taxation.

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such states and other jurisdictions as the Representative reasonably designates Representatives designate and will to continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so for as long as required for may be necessary to complete the distribution of the Offered Securities; provided that that, in connection therewith, the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process or in any jurisdiction, to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, as a broker-dealer or to subject itself to taxation for doing business in any jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative may reasonably designates designate and will continue use commercially reasonable efforts to maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue maintain such qualifications qualification in effect so long as required for the distribution of the Offered Securitiesthereof; provided except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file qualify as a foreign corporation or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any such jurisdiction or to qualify as a foreign corporation or as a dealer in securities take any action that would subject it to taxation in any such jurisdiction in which where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representative reasonably designates Placement Agents designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction or take any action that would subject it to taxation in which any such jurisdiction where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate (collectively, “Blue Sky Laws”) and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided provided, however that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not already subject or so qualified, qualified or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state or jurisdiction or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file qualify as a foreign corporation or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters as contemplated hereby; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to or service of or process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to the service of process in any jurisdiction in which it is not otherwise so subject or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates request and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however that in connection therewith, the Company will shall not be required to file a general qualify to do business, consent to service of process or become subject to qualify as a foreign corporation or as a dealer in securities taxation in any jurisdiction in which it is has not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectalready done so.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided that in connection therewith, the Company will not be required to (i) qualify as a foreign corporation or other entity as a dealer in securities in such jurisdiction, (ii) file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualifiedsuch jurisdiction, or (iii) subject itself to taxation for doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided that in connection therewith, the Company will shall not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities to take any action that would subject it to general service of process in any such jurisdiction in which where it is not so qualified, presently qualified or already required to be qualified or where it would be subject itself to taxation for doing business in any jurisdiction in which it is as a foreign corporation not otherwise so subjectrequired.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably Credit Suisse designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, the Company will shall not be required to qualify as a foreign entity where it would not otherwise be required to so qualify or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is would not otherwise so subjectbe required to file such consent.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will shall not be required to file a qualify to transact business or to take any action that would subject it to general consent to service of process in any such jurisdiction where it is not currently qualified or where it would be subject to qualify taxation as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectbusiness.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to or service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, otherwise subject to such consent or qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representative reasonably Placement Agent designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction or take any action that would subject it to taxation in which any such jurisdiction where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will not be required to file a general consent to service of process or obligated in connection therewith to qualify as a foreign corporation or as to execute a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself general consent to taxation for doing business in any jurisdiction in which it is not otherwise so subjectservice of process.

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives for the qualification of the Offered Securities for sale under the laws of such states and other jurisdictions as the Representative reasonably designates Representatives designate and will to continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesthereof; provided except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file qualify as a foreign corporation or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for use commercially reasonable efforts to facilitate the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities to take any action that would subject it to general service of process or taxation in any such jurisdiction in which where it is not so qualified, presently qualified or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjecttaxation.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Txxxxx Wxxxxx reasonably designates requests and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Placement Agent may reasonably designates designate and will continue use commercially reasonable efforts to maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will be obligated in connection therewith to qualify as a foreign corporation where it would not otherwise be required to file qualify or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectprocess.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications and exemptions in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or has not otherwise filed such a consent or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided provided, however, that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in as a result of any jurisdiction in which it is not otherwise so subjectsuch qualification.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewiththat, the Company will shall not be required to file a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction in which it is not already so qualified, or (ii) subject itself to taxation for doing business in any such jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Representative reasonably Manager designates and will continue maintain such qualifications in effect so long as required for the distribution of the Offered SecuritiesShares; provided provided, however, that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares). The Company will promptly advise the Manager of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in any such jurisdiction in which it is not so qualified, or subject itself to taxation the initiation or threatening of any proceeding for doing business in any jurisdiction in which it is not otherwise so subjectsuch purpose.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of distribution. Notwithstanding the Offered Securities; provided that in connection therewithforegoing, the Company will shall not be required to file a general consent to service of process or to qualify as a foreign corporation or take any action that would subject it to general service of process or taxation as a dealer in securities foreign corporation or to take any action that would subject it to general service of process or taxation in any jurisdiction in which where it is not so qualified, presently qualified or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjecttaxation.

Blue Sky Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Underwriters, to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any such jurisdiction in which it is not otherwise so qualified or subject.

Blue Sky Qualifications. The Company will promptly arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative may reasonably designates request and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to qualify as a foreign corporation or as a dealer in securities taxation in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is would not otherwise so be subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or has not otherwise filed such a consent or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative Credit Suisse reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that that, in connection therewith, the Company will shall not be required to file qualify as a foreign corporation or to take any action that would subject it to a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file qualify as a foreign corporation or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not such jurisdiction, except where already so qualified, qualified or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectprocess.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Underwriter may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; Securities by the Underwriters, provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which where it is not now so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectrequired.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Underwriter reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will not be required to file a general consent to service of process or obligated in connection therewith to qualify as a foreign corporation or as a dealer in securities or to execute a general consent to service of process in any such jurisdiction in which it is not so qualified, or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representative each Manager may reasonably designates designate and will continue use commercially reasonable efforts to maintain such qualifications in effect so long as required for the distribution of the Offered SecuritiesShares; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction or take any action that would subject it to qualify as a foreign corporation or as a dealer in securities taxation in any jurisdiction in which where it is not so qualified, or currently subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjecttaxation.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution initial resale of the Offered SecuritiesSecurities by the Purchasers; provided that provided, that, in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Placement Agent designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction or take any action that would subject it to taxation in which any such jurisdiction where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, the Company will shall not be required to qualify as a foreign entity where it would not otherwise be required to so qualify or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is would not otherwise so subjectbe required to file such consent.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably Underwriter designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualifiedsuch jurisdiction, except where already qualified or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectprocess.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation, where it would not otherwise be required to so qualify, or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will shall not be required to file a qualify to transact business or to take any action that would subject it to general consent to service of process in any such jurisdiction where it is not currently qualified or where it would be subject to qualify taxation as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectbusiness.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required to file a general consent to service of process qualify or to qualify register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, file a general consent to service of process in any jurisdiction in which it had not otherwise filed such a consent or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will use commercially reasonable efforts to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will shall not be required to file a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified, any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will use reasonable best efforts to arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the securities or blue sky laws of such U.S. jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for shall endeavor to qualify the qualification of the Offered Securities for sale under the securities laws of such jurisdictions as the Representative you reasonably designates designate and will to continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided , except that in connection therewith, that nothing contained herein shall require the Company will not be required to file qualify to do business in any jurisdiction, to execute a general consent to service of process in any jurisdiction, or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will and its Subsidiaries shall not be required obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or file a general consent to service of process in any such jurisdiction or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in excess of a nominal amount in any jurisdiction in which where it is not otherwise so now subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representative reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction or take any action that would subject it to taxation in which any such jurisdiction where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for shall endeavor to qualify the qualification of the Offered Securities for sale under the securities laws of such jurisdictions as the Representative you reasonably designates designate and will to continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided , except that in connection therewith, the Company will shall not be required in connection therewith to file qualify as a foreign corporation (where not otherwise required) or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is (where not otherwise so subjectrequired).

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for in respect of doing business in any such jurisdiction in which where it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of furnish such information as may be required or otherwise cooperate in qualifying the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Credit Suisse reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably Placement Agent designates and will continue such qualifications in effect so long as required for the distribution of distribution. Notwithstanding the Offered Securities; provided that in connection therewithforegoing, the Company will not be required to file a general consent to service of process or obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, file any general consent to service of process in which it is not so qualified, any such jurisdiction or subject itself to taxation for doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably Representatives designates and will continue maintain such qualifications qualification in effect so long as required for the distribution of the Offered Securitiesthereof; provided except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file qualify as a foreign corporation or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; , provided that in connection therewith, the Company will shall not be required to file a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified, any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file qualify as a foreign corporation or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is they are not already required to so qualified, qualify or subject itself execute a general consent to taxation for doing business in any jurisdiction in which it is not otherwise so subjectservice of process.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Credit Suisse may designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewithprovided, however, the Company will shall not be required to file a general consent to service of process or obligated to qualify or register as a foreign corporation or as a dealer in securities or take any action that would subject it to general service of process in any such jurisdiction in which it is not so qualified, or subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution initial resale of the Offered SecuritiesSecurities by the Purchasers; provided that that, in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representative reasonably designates Agents may designate and will continue maintain such qualifications in effect so long as required for the distribution of the Offered SecuritiesShares; provided that in connection therewith, no event shall the Company will be obligated to qualify to do business in any jurisdiction where it is not be required now so qualified or to file a general consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to qualify as a foreign corporation or as a dealer in securities sale of the Shares, in any jurisdiction in which where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise now so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will not be required to file a general consent to service of process or obligated in connection therewith to qualify as a foreign corporation or as a dealer in securities or to execute a general consent to service of process in any such jurisdiction in which it is not so qualified, or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for in respect of doing business in any such jurisdiction in which where it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Underwriters designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will shall not be required to file a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified, any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives may designate and will continue maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided that in connection therewith, no event shall the Company will be obligated to qualify to do business in any jurisdiction where it is not be required now so qualified or to file a general consent take any action that would subject it to service of process in suits, other than those arising out of the offering or to qualify as a foreign corporation sale of the Securities, or as a dealer in securities taxation, in any jurisdiction in which where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise now so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, no event shall the Company will not be required to file a general consent to service of process or obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing do business in any jurisdiction in which where it is not otherwise now so qualified or to take any action that would subject it to material taxation or service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities as contemplated hereby; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Placement Agents designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction or take any action that would subject it to taxation in which any such jurisdiction where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for offer and sale under the laws of such jurisdictions as the Representative Credit Suisse may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to file a any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered SecuritiesSecurities by the Underwriters; provided that in connection therewith, the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction or to qualify as subject itself to a foreign corporation or as a dealer in securities in any jurisdiction in which taxing authority where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise now so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Representative reasonably designates designate and will continue such qualifications and exemptions in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for doing business in any such jurisdiction in which where it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Representative reasonably designates designate and will continue such qualifications or exemptions in effect so long as required for the distribution of the Offered Securities; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for doing business in any jurisdiction in which where it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectjurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities and the Issuable Common Stock for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will not be required to file a general consent to service of process or obligated in connection therewith to qualify as a foreign corporation or as a dealer in securities or to execute a general consent to service of process in any such jurisdiction in which it is not so qualified, or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities Shares for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative X.X. Xxxxxx reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that that, in connection therewith, the Company will shall not be required to file qualify as a foreign corporation or to take any action that would subject it to a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided distribution, except that in connection therewith, no event shall the Company will be obligated in connection there with to qualify as a foreign corporation where it is not be required so already qualified or to file execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which where it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is would not otherwise so subjectbe required to execute such a consent.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably Credit Suisse designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided except that in connection therewith, no event shall the Company will not be required obligated in connection therewith to file qualify as a foreign corporation or to execute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsuch jurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided that in connection therewith, therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectsubject to taxation on the date hereof.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided that in connection therewith, the Company will shall not be required to file a qualify to transact business or to take any action that would subject it to general consent to service of process in any such jurisdiction where it is not currently qualified or where it would be subject to qualify taxation as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subjectbusiness.

Blue Sky Qualifications. The Company will arrange for the qualification of endeavor to qualify the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, however, that in connection therewith, the Company will shall not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in or to file any jurisdiction in which it is not so qualified, or subject itself consents to taxation for doing business in service of process under the laws of any jurisdiction in which it is not otherwise so subjectjurisdiction.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securitiesdistribution; provided provided, that , in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is would not otherwise be required to so qualifiedfile or qualify, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to taxation for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Representative Representatives reasonably designates designate and will continue such qualifications and exemptions in effect so long as required for the distribution of the Offered Securities; distribution, provided that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, qualified or file a general consent to service of process in any such jurisdiction or take any action that would subject itself it to taxation for doing business in any such jurisdiction in which where it is not otherwise then so subject.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Public Securities for sale under the laws of such jurisdictions as the Representative reasonably designates and will to continue such qualifications in effect so long as required for the distribution of the Offered Public Securities; provided , except that in connection therewith, the Company will shall not be required to file a general consent to service of process or in connection therewith to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, to execute a general consent to service of process in any state or to subject itself to taxation for in respect of doing business in any jurisdiction in which it is not otherwise so subject.