Common use of Blue Sky Clause in Contracts

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the first Closing DatesDate, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investormay be applicable, and shall provide evidence of any such action so taken to the Investor on or prior to the first Closing Date.

Blue Sky. The Company shall, at its sole cost and expenseCompany, on or before each of the Closing DatesDate, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement Purchasers under applicable securities or "“Blue Sky" ” laws of such the states of the United States, as reasonably specified by the Investor, States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon the written request of any such action so taken to the Investor on or prior to the Closing DatePurchaser.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities Shares for, or obtain exemption for the Securities Shares for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expenseCompany, on or before each of the Closing DatesDate, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement Purchasers under applicable securities or "Blue Sky" laws “blue sky” Laws of such the states of the United States, as reasonably specified by the Investor, States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon the written request of any such action so taken to the Investor on or prior to the Closing DatePurchaser.

Blue Sky. The Company shall, at its sole cost and expenseCompany, on or before each of the Closing DatesDate, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for, or obtain exemption Shares for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement Purchasers under applicable securities or "“Blue Sky" ” laws of such the states of the United States, as reasonably specified by the Investor, States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon the written request of any such action so taken to the Investor on or prior to the Closing DatePurchaser.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor Purchaser at each of the Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United States, as reasonably specified by the InvestorPurchaser, and shall provide evidence of any such action so taken to the Investor Purchaser on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary in order to qualify the Securities obtain an exemption for, or obtain exemption for to qualify the Securities for, sale to the Investor Purchasers at each of the Closings Closing occurring on the Closing Date pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such the states of the United States, as reasonably specified by the Investor, and shall provide promptly upon the request of any Purchasers evidence of any such action so taken to the Investor on or prior to the Closing Datetaken.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor Buyers at each of the Closings Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of such the states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor Buyers on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by set forth in the InvestorRegistration Rights Agreement, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dateseffective date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary to qualify the Securities forConversion Shares, or obtain an exemption for the Securities for, Conversion Shares for sale to the Investor Buyers at each of the Closings Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such the states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor Buyers on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before the applicable due date with respect to each of the Closing DatesClosings, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United States, as reasonably specified and if requested by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the each such Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates--------- Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities forConversion Shares, or obtain an exemption for the Securities for, Conversion Shares for sale to the Investor Buyers at each of the Closings Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of such the states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor Buyers on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action action, if any, as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the InvestorDelaware, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified based on information provided by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.. HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary to obtain an exemption for or to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor Buyers at each of the Closings Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of such the states of the United States, as reasonably specified by . The Company shall make all filings and reports relating the Investor, offer and shall provide evidence sale of any such action so taken to the Investor on Securities required under applicable securities or prior to "Blue Sky" laws of the states of the United States following the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary in order to qualify the Securities obtain an exemption for, or obtain exemption for to qualify the Securities for, sale to the Investor Investors at each of the Closings Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such the states of the United States, as reasonably specified by the Investor, . The Company shall make all filings and shall provide evidence of any such action so taken reports relating to the Investor on offer and sale of the Securities required under applicable securities or prior to “Blue Sky” laws of the states of the United States following the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United StatesXxxxxx Xxxxxx, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on On or before each of the Closing DatesDate, the Company shall take such action as the Company shall reasonably determine is be necessary to qualify qualify, or to obtain an exemption for, the Securities for, or obtain exemption for the Securities for, issuance and sale to the Investor at each of the Closings Buyer pursuant to this Agreement and in accordance with the Certificate of Designation under applicable such of the securities or "Blue Skyblue sky" laws of such states of jurisdictions in the United StatesStates as shall be applicable thereto. The Company shall furnish copies of all filings, as reasonably specified by the Investorapplications, orders and shall provide evidence grants or confirmations of any exemptions relating to such action so taken to the Investor securities or "blue sky" laws on or prior to before the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing DatesDate, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for, or obtain exemption Shares for the Securities for, sale to the Investor at each of the Closings Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of such the states of the United States, as reasonably specified by the Investor, States (or to obtain an exemption from such qualification). The Company shall make all filings and shall provide evidence of any such action so taken reports relating to the Investor on offer and sale of the Securities required under applicable securities or prior to "Blue Sky" laws of the states of the United States following the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of such states of the United States, as reasonably specified by the InvestorInvestor in writing at least ten (10) days prior to each of the Closing Dates, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date.

Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by the Investor, and shall provide evidence xxxxxxx xxxxxxxx of any such action so taken to the Investor on or prior to the Closing Date.