State Qualifications. The Company further represents and warrants to, and agrees with, you as follows:
(a) The Company will take all necessary action to either qualify or register the Common Stock for sale or exempt such securities from such qualification or registration in such states as you and the Company shall agree upon in writing.
(b) The Company or its counsel will provide you or your counsel with copies, at the time they are filed, of all correspondence, applications, forms, and other documents filed with each jurisdiction where the Common Stock is to be registered or qualified or offered in an exempt transaction.
(c) Upon receipt of notification by the Company of the qualification, registration, or exemption of the Common Stock by an applicable jurisdiction, the Company or its counsel will promptly notify you or your counsel in writing of such action, which writing shall summarize the conditions and other requirements imposed by such jurisdiction in granting such qualification, registration or exemption, including offeree qualification or suitability and broker-dealer and agent registration requirements applicable to the conduct of the Offering (collectively, the "Blue Sky Letters"); you shall not offer or sell the Common Stock in any jurisdiction until receipt of such Blue Sky Letters from the Company or its counsel.
(d) In each jurisdiction where the Common Stock has been registered or qualified or is offered or sold in an exempt transaction as provided above, the Company will make and file such statements, documents, materials, and reports as are or may be required to be made or filed.
(e) The Company will promptly provide to you for delivery to all offerees and purchasers of Common Stock any additional information, documents or instruments which you, the Company and/or your respective counsel deem necessary to comply with the rules, regulations, and judicial and administrative interpretations respecting compliance with such exemptions or qualifications and registrations in those jurisdictions where the Common Stock is to be offered or sold.
State Qualifications. The Company further represents and warrants to, and agrees with, Placement Agent as follows:
7.01. The Company will take all necessary action to either qualify or register the Units for sale or exempt such securities from such qualification or registration in such state(s) as the Placement Agent and the Company shall agree upon in writing.
7.02. The Company or its counsel will provide the Placement Agent or its counsel with copies, at the time they are filed, of all correspondence, applications, forms, and other documents filed with each jurisdiction where the Units is to be registered or qualified or offered in an exempt transaction.
7.03. Upon receipt of notification by the Company of the qualification, registration, or exemption of the Units by an applicable jurisdiction, the Company or its counsel will promptly notify the Placement Agent or its counsel in writing of such action, which writing shall summarize the conditions and other requirements imposed by such jurisdiction in granting such qualification, registration or exemption, including offeree qualification or suitability and broker-dealer and agent registration requirements applicable to the conduct of the Offering (collectively, the "Blue Sky Letters"); Placement Agent shall not offer or sell the Units in any jurisdiction until receipt of such Blue Sky Letters from the Company or its counsel.
7.04. In each jurisdiction where the Units has been registered or qualified or is offered or sold in an exempt transaction as provided above, the Company will make and file such statements, documents, materials, and reports as are or may be required to be made or filed.
7.05. The Company will promptly provide to the Placement Agent for delivery to all offerees and purchasers of Units any additional information, documents or instruments which the Placement Agent, the Company and/or the Placement Agent's respective counsel deem necessary to comply with the rules, regulations, and judicial and administrative interpretations respecting compliance with such exemptions or qualifications and registrations in those jurisdictions where the Units is to be offered or sold.
State Qualifications. The Company will use its best efforts to register and qualify the Registerable Securities covered by the Registration Statement, or to comply with the requirements of any available exemption, under the state securities laws of any jurisdictions that are reasonably requested by the Investor, except that the Company will not be required to qualify to do business in any such states or jurisdictions in order to comply with this requirement.
State Qualifications. The Company further represents and warrants to, and agrees with, you as follows:
(a) The Company will take all necessary action to either qualify or register the Common Stock for sale or exempt such securities from such qualification or registration in such states as you and the Company shall agree upon in writing.
(b) The Company or its counsel will provide you or your counsel with copies, at the time they are filed, of all correspondence, applications, forms, and other documents filed with each jurisdiction where the Common Stock is to be registered or qualified or offered in an exempt transaction.
(c) Upon receipt of notification by the Company of the qualification, registration, or exemption of the Common Stock by an applicable jurisdiction, the Company or its counsel will promptly notify you or your counsel in writing of such action, which writing shall summarize the conditions and other requirements imposed by such jurisdiction in granting such
State Qualifications. The Company shall use its best efforts to register or qualify such Registrable Securities under the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, and do all other acts which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; PROVIDED, HOWEVER, that the Company shall not be required to qualify as a foreign corporation in any state where it is not then required to qualify.
State Qualifications. SCHEDULE 2.3 contains a list of all the jurisdictions in which Holdings or any of the Subsidiaries are authorized, qualified, or registered to do business or where there is a franchise registration. Holdings and the Subsidiaries are each duly qualified or registered to do business, and are in good standing, in each jurisdiction where the character of the properties owned or leased by them, or the nature of their activities, are such that authorization, qualification, or registration to do business in that jurisdiction is required by law, except in any such case where the failure to be so qualified or registered and in good standing would not have a Material Adverse Effect. "Material Adverse Effect" with respect to Holdings and the Subsidiaries means an individual or cumulative adverse change in or effect on the business, customers, customer relations, operations, properties, working capital condition (financial or otherwise), assets, properties or liabilities of Holdings or the Subsidiaries which is reasonably expected to be materially adverse to the business, properties, working capital condition (financial or otherwise), assets, or liabilities of Holdings or the Subsidiaries or would prevent Holdings or the Owners from consummating the transactions contemplated hereby.
State Qualifications. The Commissioner of Corporations of the -------------------- State of California shall have issued a permit qualifying the offer and sale to the Investors of the Securities or such offer and sale shall be exempt from such qualification under the California Corporate Securities Law of 1968, as amended.
State Qualifications. Within no more that ten (10) Business Days after Closing, the Company shall deliver to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business.
State Qualifications. Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under State securities laws in such jurisdictions as Holder reasonably requests; provided, however, that Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
State Qualifications. Prior to the Closing, BUSA shall take commercially reasonable efforts to cause the BUSA Subsidiaries to become qualified and in good standing in each of the jurisdictions listed opposite its name on Schedule 3.3.
