STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as the Purchaser or any of its representatives, if applicable, may reasonably request to qualify the Securities for offering and sale under the securities laws (other than United States federal securities laws) of the jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to the service of process in any jurisdiction.
STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as the Purchaser or any of its representatives, if applicable, may reasonably request to qualify the Securities or the Common Stock issuable upon conversion or exchange thereof for offering and sale under the securities laws (other than United States federal securities laws) of the jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to the service of process in any jurisdiction.
STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as either the Purchasers or any of their representatives, if applicable, may request to qualify the Shares for offering and sale under the securities laws (other than United States federal securities laws) of the jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (f) be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction.
STATE SECURITIES FILINGS. The Company further represents, warrants and covenants that:
(a) It shall take all necessary action and file all necessary forms and documents to be filed in connection with an offering exempt from registration pursuant to the National Securities Markets Improvements Act of 1996 in the State of Arizona, in each of the other states listed on Exhibit A hereto and in such other states as the Agent and the Company mutually agree upon.
(b) In each jurisdiction where the Shares have been offered in an exempt transaction as provided above, the Company will make and file such statements, documents, materials and reports in each year and take all other actions as are or may be required to be made or filed by the Company by the laws of each jurisdiction.
(c) The Company will promptly provide to the Agent for delivery to all purchasers and their representatives any additional information, documents and instruments which the Agent or the Company deem necessary to comply with the rules, regulations and judicial and administrative interpretations with respect to compliance with such exemption from registration requirements in those states where the Shares are to be offered or sold.
STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as the holder or any of its representatives, if applicable, may reasonably request to qualify this Note and the Conversion Shares, for offering and sale under the securities laws (other than United States federal securities laws) of the jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to the service of process in any jurisdiction.
STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as the Purchaser or any of its representatives, if applicable, may reasonably request to qualify the Securities and the Underlying Securities for offering and sale by the Purchaser under the securities laws (other than United States federal securities laws) of the jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein, provided that in connection therewith, the Company shall not be required (i) to qualify as a foreign corporation or to file a general consent to the service of process in any jurisdiction or (ii) to qualify the Securities or the Underlying Securities for offering and sale by the Purchaser in more than five such jurisdictions.
STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as any of the Purchasers may reasonably request to qualify the Securities for secondary trading under the securities laws (other than United States federal securities laws) of such jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein, provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to the service of process in any jurisdiction.
STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as either the Purchasers or any of their representatives, if applicable, may reasonably request to qualify the Shares, and the Shares underlying the Warrants, if applicable, for offering and sale under the securities laws (other than United States federal securities laws) of the jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subsection (f) be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction.
STATE SECURITIES FILINGS. The Sellers will file with promptly and timely file all documents and pay all filing fees required by any states’ securities laws in connection with the sale of Securities.
STATE SECURITIES FILINGS. The Company shall from time to time promptly take such action as the Purchaser or any of its representatives, if applicable, may request to qualify the Common Stock for offering and sale under the securities laws (other than United States federal securities laws) of the jurisdictions in the United States as shall be so identified to the Company, and to comply with such laws so as to permit the continuance of sales therein.
