Common use of State Qualifications Clause in Contracts

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.