Common use of State Securities Laws Compliance Clause in Contracts

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent the Company shall use its best commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding the Holders whose Registrable Securities are included in such Registration Statement (in light of their intended plan of distribution) may reasonably request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities or securities exchanges as may be necessary by virtue of the business and operations of Parent the Company and do any and all other acts and things that may be necessary or advisable to enable Investors holding the Holders whose Registrable Securities are included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to for which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent Pubco shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent Pubco and do any and all other acts and things that may be necessary or advisable to enable Investors holding the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which would subject it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, The Parent shall use its best commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request request, and promptly notify such holders of the receipt of any notification with respect to the suspension of the qualification of Registrable Securities for sale or offer in any such jurisdiction, and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Parent and do any and all other acts and things that may be necessary or advisable to enable Investors holding the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Parent shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action subject itself to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subjectjurisdiction.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent Purchaser shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent Purchaser and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent The Company shall use its best efforts to -------------------------------- (i) register or qualify the Purchased Shares or Registrable Securities Securities, as the case may be, covered by the any Registration Statement under such securities or “"blue sky” " laws of such jurisdictions in the United States as Investors holding the holders of the Purchased Shares or Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Purchased Shares or Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent the Company and do any and all other acts and things that may be necessary or advisable to enable Investors holding the holders of the Purchased Shares or Registrable Securities included in such Registration Statement to consummate the disposition of such Purchased Shares or Registrable Securities Securities, as the case may be, in such jurisdictions; provided, however, that Parent the Company shall not be -------- ------- required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (e), or take any action subject itself to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subjectjurisdiction.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent the Company and do any and all other acts and things that may be necessary or advisable to enable Investors holding the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which would subject it would be subject to general service of process or processor taxation in any such jurisdiction where it is not then otherwise so subject.” (k) Section 3.1.6 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent The Issuer shall use its reasonable best efforts to (ix) register or qualify the Registrable Securities covered by the each Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request request, (y) register or qualify the Registrable Securities covered by each piggyback registration statement under such securities or “blue sky” laws of such jurisdictions in the United States with respect to which the other securities included in such registration statement are so registered or qualified and (iiz) take such action necessary to cause such Registrable Securities covered by the each Registration Statement or registration statement to be registered with or approved by such other governmental authorities Governmental Authorities as may be necessary by virtue of the business and operations of Parent the Issuer and do any and all other acts and things that may be necessary or advisable to enable Investors holding the holders of Registrable Securities included in such Registration Statement or registration statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent the Issuer shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph Section 3(a)(vi) or take any action subject itself to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subjectjurisdiction.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent The Purchaser shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors the Seller holding Registrable Securities included in such Registration Statement (in light of their its intended plan of distribution) may request (or provide evidence reasonably request satisfactory to the Seller that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent the Purchaser and do any and all other acts and things that may be necessary or advisable to enable Investors the Seller holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent the Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action subject itself to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subjectjurisdiction.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent The Issuer shall use its reasonable best efforts to (ix) register or qualify the Registrable Securities covered by the each Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request request, (y) register or qualify the Registrable Securities covered by each piggyback registration statement under such securities or “blue sky” laws of such jurisdictions in the United States with respect to which the other securities included in such registration statement are so registered or qualified, and (iiz) take such action necessary to cause such Registrable Securities covered by the each Registration Statement or registration statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent the Issuer and do any and all other acts and things that may be necessary or advisable to enable Investors holding the holders of Registrable Securities included in such Registration Statement or registration statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent the Issuer shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph Section 3(a)(vi) or take any action subject itself to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subjectjurisdiction.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent Acquiror shall use its best reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent Acquiror and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent Acquiror shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent shall use its reasonable best efforts to (i) register Register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered Registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent and do any and all other acts and things that may be necessary or advisable to enable Investors holding the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which would subject it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement the Investor (in light of their its intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement the Investor to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent Acquiror shall use its best reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors Holders holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent Acquiror and do any and all other acts and things that may be necessary or advisable to enable Investors Holders holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent Acquiror shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent Purchaser shall use its best reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors Holders holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent Purchaser and do any and all other acts and things that may be necessary or advisable to enable Investors Holders holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent Purchaser shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent Company and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject.

State Securities Laws Compliance. Prior to any public offering of Registrable Securities, Parent shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “"blue sky” " laws of such jurisdictions in the United States as Investors holding Registrable Securities included in such Registration Statement the Investor (in light of their his or her intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Parent and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement the Investor to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Parent shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject.