Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 9 contracts

Samples: Underwriting Agreement (BNC Bancorp), Underwriting Agreement (Fidelity Southern Corp), Underwriting Agreement (MetroCorp Bancshares, Inc.)

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Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 9 contracts

Samples: Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 7 contracts

Samples: Underwriting Agreement (First Community Corp /Sc/), Underwriting Agreement (Yadkin Valley Financial Corp), Underwriting Agreement (Southern First Bancshares Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Securitiesdate hereof; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 7 contracts

Samples: Purchase Agreement (DCT Industrial Trust Inc.), Underwriting Agreement (Cousins Properties Inc), Underwriting Agreement (Cousins Properties Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, Agents to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may Agents may, from time to time, designate and to maintain such qualifications in effect so long as required to complete the distribution sale of the SecuritiesShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 7 contracts

Samples: Equity Sales Agreement (Armour Residential REIT, Inc.), Equity Sales Agreement (Armour Residential REIT, Inc.), Equity Sales Agreement (Armour Residential REIT, Inc.)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, if necessary, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The parties acknowledge and agree that, to the extent the Securities are listed on the Exchange, no such blue-sky filings will be required.

Appears in 6 contracts

Samples: Underwriting Agreement (Jerash Holdings (US), Inc.), Underwriting Agreement (Jerash Holdings (US), Inc.), Underwriting Agreement (Jerash Holdings (US), Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to so subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Underwriters may request.

Appears in 6 contracts

Samples: Purchase Agreement (Banc of California, Inc.), Underwriting Agreement (Banc of California, Inc.), Underwriting Agreement (Banc of California, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify qualify, if necessary, the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or trust, as a dealer in securities or to do business in any jurisdiction in which it is not so qualified qualified, or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 5 contracts

Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Select Income Reit), Underwriting Agreement (Government Properties Income Trust)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriters may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 5 contracts

Samples: Underwriting Agreement (Lexington Realty Trust), Underwriting Agreement (Lexington Realty Trust), Underwriting Agreement (Lexington Realty Trust)

Blue Sky Qualifications. The If required by applicable law, the Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 5 contracts

Samples: Underwriting Agreement (MeridianLink, Inc.), Underwriting Agreement (Fate Therapeutics Inc), Underwriting Agreement (A.K.A. Brands Holding Corp.)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 5 contracts

Samples: Underwriting Agreement (Vaxxinity, Inc.), Underwriting Agreement (Vaxxinity, Inc.), Underwriting Agreement (YETI Holdings, Inc.)

Blue Sky Qualifications. The Company and the Guarantors will use its their commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that neither the Company nor any Guarantor shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Cbre Group, Inc.), Underwriting Agreement (Cbre Group, Inc.), Underwriting Agreement (Cbre Group, Inc.)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate in advance and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-other U.S. jurisdictions as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated (i) to file any general consent to service of process or process, (ii) to qualify as a foreign partnership, corporation or other entity or as a dealer in securities in any jurisdiction in which it is not so qualified or (iii) to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with arrange for the Underwriters and qualification of the Selling Shareholder, to qualify the Offered Securities for offering and sale under (or obtain exceptions from the applicable securities application of) the laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may reasonably designate and to maintain will continue such qualifications and exceptions in effect so long as required to complete for the distribution of the Offered Securities; provided, provided however, that the Company shall not be obligated to file any general consent to service of process or required to qualify or register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, to take any action that would subject it to general service of process in any jurisdiction with which it is not otherwise subject, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (ObsEva SA), Underwriting Agreement (Alder Biopharmaceuticals Inc), Underwriting Agreement (Alder Biopharmaceuticals Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify qualify, if necessary, the Securities Notes for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesNotes; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or trust, as a dealer in securities or to do business in any jurisdiction in which it is not so qualified qualified, or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Select Income Reit), Underwriting Agreement (Government Properties Income Trust)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderRepresentatives, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Representatives may request.

Appears in 4 contracts

Samples: Underwriting Agreement (Texas Capital Bancshares Inc/Tx), Underwriting Agreement (Texas Capital Bancshares Inc/Tx), Underwriting Agreement (Texas Capital Bancshares Inc/Tx)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation shall cooperate with the Underwriters and counsel for the Selling Shareholder, Underwriters to qualify or register the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriters may reasonably designate and to comply with such laws and maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Pinnacle Foods Inc.), Underwriting Agreement (Pinnacle Foods Inc.), Underwriting Agreement (Pinnacle Foods Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters Placement Agents and the Selling Shareholder, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives Placement Agents and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution placement of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Placement Agency Agreement, Placement Agency Agreement, Placement Agency Agreement

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, if necessary, to qualify the Public Securities and the Underwriter’s Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Gain Therapeutics, Inc.), Underwriting Agreement (Modular Medical, Inc.), Underwriting Agreement (Modular Medical, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with arrange for the Underwriters and qualification of the Selling Shareholder, to qualify the Offered Securities for offering and sale under (or obtain exemptions from the applicable securities application of) the laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may reasonably designate and to maintain will continue such qualifications and exemptions in effect so long as required to complete for the distribution of the Offered Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or required to qualify or register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, to take any action that would subject it to general service of process in any jurisdiction with which it is not otherwise subject, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Receptos, Inc.), Underwriting Agreement (Receptos, Inc.), Underwriting Agreement (Receptos, Inc.)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Convey Holding Parent, Inc.), Underwriting Agreement (Convey Holding Parent, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale by the Company under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Audentes Therapeutics, Inc.), Underwriting Agreement (Audentes Therapeutics, Inc.), Underwriting Agreement (Audentes Therapeutics, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Labopharm Inc), Purchase Agreement (MKS Instruments Inc)

Blue Sky Qualifications. The Company Each of the Transaction Entities will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-other U.S. jurisdictions as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company Transaction Entities shall not be obligated (i) to file any general consent to service of process or process, (ii) to qualify as a foreign partnership, corporation or other entity or as a dealer in securities in any jurisdiction in which it is not so qualified or (iii) to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and to arrange for the Selling Shareholder, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may Underwriters designate and to maintain will continue such qualifications in effect so long as required to complete the distribution of the Offered Securities; provided, however, provided that the Company shall will not be obligated required to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction in which it is not so qualified already qualified, or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and to arrange for the Selling Shareholder, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain will continue such qualifications in effect so long as required to complete the distribution of the Offered Securities; provided, however, provided that the Company shall will not be obligated required to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction in which it is not so qualified already qualified, or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities and the Underwritten Forward Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesSecurities and the Underwritten Forward Shares; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriters may designate reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriters may designate reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)

Blue Sky Qualifications. The If necessary, the Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Cytosorbents Corp), Underwriting Agreement (Cytosorbents Corp), Underwriting Agreement (Cytosorbents Corp)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representatives and the Selling Shareholder Representative may reasonably designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Purchase Agreement (Coinmach Service Corp), Purchase Agreement (Coinmach Service Corp), Purchase Agreement (Appliance Warehouse of America Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete permit the completion of the distribution of the SecuritiesSecurities as contemplated in this Agreement and in the Prospectus; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (AutoGenomics, Inc.), Underwriting Agreement (Hyperion Therapeutics Inc), Underwriting Agreement (Hyperion Therapeutics Inc)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Rectitude Holdings Ltd.), Underwriting Agreement (Rectitude Holdings Ltd.), Underwriting Agreement (Rectitude Holdings Ltd.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Underwriters may request.

Appears in 3 contracts

Samples: Purchase Agreement (Enstar Group LTD), Purchase Agreement (Enstar Group LTD), Purchase Agreement (Amerus Group Co/Ia)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, Agent to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may Agent may, from time to time, designate and to maintain such qualifications in effect so long as required to complete the distribution sale of the SecuritiesShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Atm Equity Offering Sales Agreement (Cohen & Steers, Inc.), Atm Equity Offering Sales Agreement (RxSight, Inc.), Atm Equity Offering Sales Agreement (Moneygram International Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify qualify, if necessary, the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or trust , as a dealer in securities or to do business in any jurisdiction in which it is not so qualified qualified, or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Government Properties Income Trust)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, if necessary, to qualify the Securities Firm Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesFirm Shares; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co), Underwriting Agreement (SMX (Security Matters) Public LTD Co)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderRepresentative, if necessary, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesShares; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The parties acknowledge and agree that, to the extent the Shares are listed on the Exchange, no such blue-sky filings will be required.

Appears in 3 contracts

Samples: Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (HyreCar Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Noranda Aluminum Holding CORP), Underwriting Agreement (Noranda Aluminum Holding CORP), Underwriting Agreement (Noranda Aluminum Holding CORP)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives Representative and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (First Financial Holdings Inc /De/), Underwriting Agreement

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and non-U.S. such other jurisdictions (domestic or foreign), in each case, as the Representatives Representative and the Selling Shareholder Company may designate mutually agree and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Globeimmune Inc), Underwriting Agreement (Globeimmune Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation cooperate with the Underwriters to qualify the Securities and the Selling Shareholder, to qualify shares of Common Stock issuable upon conversion of the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Securitiesdate hereof; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Theravance Inc), Underwriting Agreement (Theravance Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Underwritten Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (WhiteHorse Finance, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with arrange for the Underwriters and qualification of the Selling Shareholder, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions of the United States as the Representatives and the Selling Shareholder Representative(s) may designate and to maintain will continue such qualifications in effect so long as required to complete until the distribution of the SecuritiesCompany has received written confirmation that each and every Underwriter Unsold Allotment has been completely resold; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will supply such information as is necessary for the determination of the legality of the Offered Securities for investment under the laws of such jurisdictions as the Representative(s) may reasonably request.

Appears in 2 contracts

Samples: Underwriting Agreement (Ambac Financial Group Inc), Underwriting Agreement (Ambac Financial Group Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with arrange for the Underwriters and qualification of the Selling Shareholder, to qualify the Offered Securities for offering and sale under (or obtain exemptions from the applicable securities application of) the laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may reasonably designate and to maintain will continue such qualifications and exemptions in effect so long as required to complete for the distribution of the Offered Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or required to qualify or register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, to take any action that would subject it to general service of process in any jurisdiction with which it is not otherwise subject, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Trius Therapeutics Inc), Underwriting Agreement (Trius Therapeutics Inc)

Blue Sky Qualifications. The Company and the Trust will each use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Preferred Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representatives and the Selling Shareholder Underwriters may reasonably designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement; provided, however, that neither the Company nor the Trust shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Sterling Bancshares Inc), Underwriting Agreement (Sterling Bancshares Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderRepresentative, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and Representative may, from time to time, designate in consultation with the Selling Shareholder may designate Company and to maintain such qualifications in effect so long as required to complete the distribution sale of the SecuritiesOffered Securities contemplated by this Agreement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject...

Appears in 2 contracts

Samples: Underwriting Agreement (CAI International, Inc.), Underwriting Agreement (CAI International, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation cooperate with the Underwriters and the Selling Shareholder, to qualify the Securities and the shares of Underlying Common Stock for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Securitiesdate hereof; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Purchase Agreement (Theravance Inc), Purchase Agreement (Theravance Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation cooperate with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so for as long as required may be necessary to complete the distribution of the Offered Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a broker or dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Adc Telecommunications Inc), Underwriting Agreement (Adc Telecommunications Inc)

Blue Sky Qualifications. The Issuer and the Company will use its reasonable best efforts, in cooperation furnish such information as may be required and otherwise will cooperate with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that neither the Issuer nor the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Fibria Celulose S.A.), Underwriting Agreement (Fibria Celulose S.A.)

Blue Sky Qualifications. The Company and the Guarantor will use its their commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that neither the Company nor the Guarantor shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Cbre Group, Inc.), Underwriting Agreement (Cbre Group, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderSales Agent, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Sales Agent may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Equity Distribution Agreement (WhiteHorse Finance, Inc.), Equity Distribution Agreement (WhiteHorse Finance, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with arrange for the Underwriters and qualification of the Selling Shareholder, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may reasonably designate and to maintain will continue such qualifications in effect so long as required to complete for the distribution of the Offered Securities; provided, however, provided that the Company shall not be obligated required 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Intercorp Financial Services Inc.), Underwriting Agreement (Intercorp Financial Services Inc.)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, if necessary, to qualify the Securities Offered Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesOffered Shares; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Draganfly Inc.)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Ncino, Inc.), Underwriting Agreement (Ncino, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with efforts to arrange for the Underwriters and qualification of the Selling Shareholder, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives Representative reasonably designates and the Selling Shareholder may designate and to maintain will continue such qualifications in effect so long as required to complete for the distribution of the SecuritiesOffered Securities by the Underwriters; provided, however, that the Company shall will not be obligated required to file arrange for the qualification of the Offered Securities for sale under the laws of any general consent to service of process or jurisdiction if such qualification would require the Company to qualify as a foreign corporation or as to file a dealer in securities general consent to service of process in any such jurisdiction in which it is not so qualified or to subject itself the Company to taxation in respect of for doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Nanosphere Inc), Underwriting Agreement (Nanosphere Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities Shares for offering and sale under the applicable securities laws and real estate syndication laws of such states and non-U.S. other jurisdictions of the United States as the Representatives and the Selling Shareholder Underwriters may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securitiesdesignate; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or (iii) take any action that would subject it to subject itself to income taxation in respect of doing business in any such jurisdiction. In each jurisdiction in which it is the Shares have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not otherwise so subjectless than one year from the effective date of the Registration Statement.

Appears in 2 contracts

Samples: Underwriting Agreement (Equity Office Properties Trust), Underwriting Agreement (Equity Office Properties Trust)

Blue Sky Qualifications. The Company will use its reasonable best commercial efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states (to the extent required) and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Cardiol Therapeutics Inc.), Underwriting Agreement (Cardiol Therapeutics Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with arrange for the Underwriters and qualification of the Selling Shareholder, to qualify the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain will continue such qualifications in effect so long as required to complete for the distribution of the Securitiesdistribution; provided, however, provided that in no event shall the Company shall not be obligated to file (i) qualify to do business in any general consent jurisdiction where it is not now so qualified, (ii) take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Securities, in any jurisdiction where it is not now so subject 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 to subject itself to taxation in respect of doing business in any jurisdiction in which it is would not otherwise so be subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Misys PLC), Underwriting Agreement (Allscripts Healthcare Solutions, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, to qualify the Securities and the shares of underlying Common Stock for offering and sale under the applicable securities laws of such states and non-U.S. other domestic, or if applicable, foreign, jurisdictions as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Securitiesdate hereof; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Biomarin Pharmaceutical Inc)

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Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, if necessary, to qualify the Securities Public Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesPublic Shares; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Fly-E Group, Inc.), Underwriting Agreement (Fly-E Group, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, Agent to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may Agent may, from time to time, designate and to maintain such qualifications in effect so long as required to complete the distribution sale of the SecuritiesShares contemplated by this Agreement; provided, however, that in connection therewith the Company shall not be obligated to file any general consent to service of process or required to qualify as a foreign corporation or as to file a dealer in securities general consent to service of process in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Atm Equity Offering Sales Agreement (REGENXBIO Inc.), Sales Agreement (REGENXBIO Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderAgents, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may Agents may, from time to time, designate and to maintain such qualifications in effect so long as required to complete the distribution sale of the SecuritiesShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Atm Sales Agreement (Ascendis Pharma a/S), Atm Equity Offering Sales Agreement (Ascendis Pharma a/S)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete for the distribution of the SecuritiesSecurities by the Underwriter; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Team Health Holdings Inc.), Underwriting Agreement (Team Health Holdings Inc.)

Blue Sky Qualifications. The If required by law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Fortegra Group, Inc), Underwriting Agreement (Fortegra Group, LLC)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Intellipharmaceutics International Inc.), Underwriting Agreement (Intellipharmaceutics International Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation shall cooperate with the Underwriters and counsel for the Selling Shareholder, Underwriters to qualify or register the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate and to comply with such laws and maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Pinnacle Foods Inc.), Underwriting Agreement (Pinnacle Foods Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect for so long as required to complete the distribution of the SecuritiesSecurities or as the Representatives request; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (THL Credit, Inc.), Purchase Agreement (THL Credit, Inc.)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities Offered Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesOffered Shares; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (AFC Gamma, Inc.), Underwriting Agreement (AFC Gamma, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete permit the completion of the distribution of the SecuritiesSecurities as contemplated in this Agreement and in the Prospectus; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (AutoGenomics, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities and the Underlying Common Stock for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesSecurities and the Underlying Common Stock; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Everbridge, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation cooperate with the Underwriters and the Selling Shareholder, Representative to qualify the Securities Offered Shares for offering and sale under (or obtain exemptions from the application of) the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesOffered Shares; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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 to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Drive Shack Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderPlacement Agent, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Placement Agent may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Placement Agency Agreement (Matinas BioPharma Holdings, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives may designate and other jurisdictions (domestic or foreign) as the Selling Shareholder Company and Representatives may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Securitiesdate hereof; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Centene Corp)

Blue Sky Qualifications. The Company will Such Selling Shareholder shall use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, if necessary, to qualify the Securities Ordinary Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesShares; provided, however, that the Company such Selling Shareholder shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Republic Power Group LTD)

Blue Sky Qualifications. The If required by applicable law, the Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (AFC Gamma, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderDealer Managers, to qualify the Rights and the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Dealer Managers may designate and to maintain such qualifications in effect so for as long as required to complete the distribution of the SecuritiesDealer Managers reasonably request; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Dealer Manager Agreement (Ares Capital Corp)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to maintain such qualifications in effect so for as long as may be required to complete the distribution of the SecuritiesSecurities contemplated hereby; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Pxre Group LTD)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, to qualify the Securities for offering offer and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives Underwriter shall reasonably request and the Selling Shareholder may designate and to maintain will continue such qualifications in effect so long as required to complete the for distribution of the Securities; provided, however, provided that the Company shall not be obligated required 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Cousins Properties Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderInitial Purchaser, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Initial Purchaser may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Cypress Semiconductor Corp /De/)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives Company and the Selling Shareholder may Representative shall together designate and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Kips Bay Medical, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative[s] may designate and to maintain such qualifications in effect so long as reasonably required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Goldman Sachs BDC, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderPlacement Agent, to qualify the Securities Units for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Placement Agent may designate and as may be required and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesUnits; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Placement Agency Agreement (Synthetic Biologics, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale by the Company under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as shall be mutually agreed between the Representatives and the Selling Shareholder may designate Company and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Byline Bancorp, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities and the Underlying Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities and the Underlying Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Gossamer Bio, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify or register the Securities Notes for offering and sale under (or obtain exemptions from the application of) the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the SecuritiesNotes; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Mercury General Corp)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities Notes for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so for as long as required may be necessary to complete the distribution of the SecuritiesNotes, up to one year from the date of this Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a broker or dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Darden Restaurants Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Securitieseffective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Danaos Corp)

Blue Sky Qualifications. The Company will from time to time use its commercially reasonable best efforts, in cooperation with efforts to take such action as the Underwriters and the Selling Shareholder, Representatives may reasonably request to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Audeo Oncology, Inc.)

Blue Sky Qualifications. The Issuer and the Company will use its reasonable best efforts, in cooperation furnish such information as may be required and otherwise will cooperate with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriters may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that neither the Issuer nor the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Fibria Celulose S.A.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may designate and to do all things necessary under the laws of such jurisdictions to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution date of the Securitiesthis Agreement; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Si International Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriter, to qualify the Underwritten Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Underwriter may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Underwritten Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Nabriva Therapeutics AG)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under or obtain exemptions from the application of the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Diamond S Shipping Group, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states (to the extent required) and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Profound Medical Corp.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale issuance by the Company, under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of subscription for the Securities; provided, however, that the Company shall not be obligated to (i) file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectsubject or (ii) publish a prospectus pursuant to the Prospectus Regulation (EU) 2017/1129 or the EU (Prospectus) Regulations 2019 (SI No 380/2019).

Appears in 1 contract

Samples: Underwriting Agreement (Prothena Corp Public LTD Co)

Blue Sky Qualifications. The Company will shall use its reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, if necessary, to qualify the Public Securities and Representative’s Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (OMNIQ Corp.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters and the Selling Shareholder, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representatives Representative and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Hampton Roads Bankshares Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderInitial Purchasers, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may reasonably designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file 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 or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Pra Group Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters and the Selling ShareholderUnderwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representatives and the Selling Shareholder may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company and the Operating Partnership shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or limited partnership, as applicable, or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Lepercq Corporate Income Fund L P)

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