Common use of State Securities Laws Compliance Clause in Contracts

State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by each Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended method of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other Governmental Authority as may be necessary by virtue of the business and operations of the Company, and do any and all other acts and things that may be reasonably necessary or advisable, to enable the holders of Registrable Securities included in such Registration Statement to consummate the distribution of such Registrable Securities in such jurisdictions; provided, however, that in no event shall the Company be required to register or qualify the Registrable Securities in any jurisdiction in which such registration or qualification would (i) cause the Company to be obligated to qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (iii) cause the holders of such Registrable Securities to be obligated to escrow their Equity Interests (except to the extent such shares are already subject to an escrow in such jurisdiction).

Appears in 4 contracts

Samples: Registration Rights Agreement (Symmetry Holdings Inc), Registration Rights Agreement (Symmetry Holdings Inc), Registration Rights Agreement (Symmetry Holdings Inc)

AutoNDA by SimpleDocs

State Securities Laws Compliance. The Company shall use its best commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by each the Registration Statement under such securities or ‘‘blue sky” Laws ’’ laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended method plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by such the Registration Statement to be registered with or approved by such other Governmental Authority federal or state authorities as may be necessary by virtue of the business and operations of the Company, Company and do any and all other acts and things that may be reasonably necessary or advisable, advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the distribution disposition of such Registrable Securities in such jurisdictions; provided, however, that in no event shall the Company be required to register or qualify the Registrable Securities in any a jurisdiction in which such registration or qualification would cause (i) cause the Company to be obligated to qualify to do business in any jurisdiction where it such jurisdiction, or would not otherwise be required to qualify, (ii) subject the Company to taxation as a foreign corporation doing business in such jurisdiction or jurisdiction, (iiiii) cause the holders principal stockholders of such Registrable Securities the Company to be obligated to escrow their Equity Interests shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction), or (iii) the Company to incur significant costs with respect to the number of shares to be sold.

Appears in 2 contracts

Samples: Registration Rights Agreement (Bank Street Telecom Funding Corp.), Registration Rights Agreement (Bank Street Telecom Funding Corp.)

State Securities Laws Compliance. The Company shall use its best commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by each the Registration Statement under such securities or “blue sky” Laws laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended method plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by such the Registration Statement to be registered with or approved by such other Governmental Authority federal or state authorities as may be necessary by virtue of the business and operations of the Company, Company and do any and all other acts and things that may be reasonably necessary or advisable, advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the distribution disposition of such Registrable Securities in such jurisdictions; provided, however, that in no event shall the Company be required to register or qualify the Registrable Securities in any a jurisdiction in which such registration or qualification would cause (i) cause the Company to be obligated to qualify to do business in any jurisdiction where it such jurisdiction, or would not otherwise be required to qualify, (ii) subject the Company to taxation as a foreign corporation doing business in such jurisdiction or jurisdiction, (iiiii) cause the holders principal stockholders of such Registrable Securities the Company to be obligated to escrow their Equity Interests shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction), or (iii) the Company to incur significant costs with respect to the number of shares to be sold.

Appears in 2 contracts

Samples: Registration Rights Agreement (MBF Healthcare Acquisition Corp.), Registration Rights Agreement (MBF Healthcare Acquisition Corp.)

State Securities Laws Compliance. The Company shall use its best commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by each the Registration Statement under such securities or "blue sky” Laws " laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended method plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by such the Registration Statement to be registered with or approved by such other Governmental Authority federal or state authorities as may be necessary by virtue of the business and operations of the Company, Company and do any and all other acts and things that may be reasonably necessary or advisable, advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the distribution disposition of such Registrable Securities in such jurisdictions; provided, however, that in no event shall the Company be required to register or qualify the Registrable Securities in any a jurisdiction in which such registration or qualification would cause (i) cause the Company to be obligated to qualify to do business in any jurisdiction where it such jurisdiction, or would not otherwise be required to qualify, (ii) subject the Company to taxation as a foreign corporation doing business in such jurisdiction or jurisdiction, (iiiii) cause the holders principal stockholders of such Registrable Securities the Company to be obligated to escrow their Equity Interests shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction), or (iii) the Company to incur significant costs with respect to the number of shares to be sold.

Appears in 1 contract

Samples: Registration Rights Agreement (Bank Street Telecom Funding Corp.)

State Securities Laws Compliance. The Company shall use its best commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by each the Registration Statement under such securities or "blue sky” Laws " laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended method plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by such the Registration Statement to be registered with or approved by such other Governmental Authority federal or state authorities as may be necessary by virtue of the business and operations of the Company, Company and do any and all other acts and things that may be reasonably necessary or advisable, advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the distribution 7 Table of Contents disposition of such Registrable Securities in such jurisdictions; provided, however, that in no event shall the Company be required to register or qualify the Registrable Securities in any a jurisdiction in which such registration or qualification would cause (i) cause the Company to be obligated to qualify to do business in any jurisdiction where it such jurisdiction, or would not otherwise be required to qualify, (ii) subject the Company to taxation as a foreign corporation doing business in such jurisdiction or jurisdiction, (iiiii) cause the holders principal stockholders of such Registrable Securities the Company to be obligated to escrow their Equity Interests shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction), or (iii) the Company to incur significant costs with respect to the number of shares to be sold.

Appears in 1 contract

Samples: Registration Rights Agreement (Bank Street Telecom Funding Corp.)

AutoNDA by SimpleDocs

State Securities Laws Compliance. The Company shall use its best commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by each the Registration Statement under such securities or "blue sky” Laws sky laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended method plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by such the Registration Statement to be registered with or approved by such other Governmental Authority Authorities as may be necessary by virtue of the business and operations of the Company, Company and do any and all other acts and things that may be reasonably necessary or advisable, advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the distribution disposition of such Registrable Securities in such jurisdictions; provided, however, that in no event shall the Company be required to register or qualify the Registrable Securities in any a jurisdiction in which such registration or qualification would (i) cause the Company to be obligated to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) qualify but for this Section 3.1.5 or subject the Company itself to taxation as a foreign corporation doing business in such jurisdiction or (iii) cause the holders of such Registrable Securities to be obligated to escrow their Equity Interests (except to the extent such shares are already subject to an escrow in any such jurisdiction).

Appears in 1 contract

Samples: Registration Rights Agreement (North American Insurance Leaders, Inc.)

State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by each the Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended method plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by such the Registration Statement to be registered with or approved by such other Governmental Authority as may be necessary by virtue of the business and operations of the Company, Company and do any and all other acts and things that may be reasonably necessary or advisable, advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the distribution disposition of such Registrable Securities in such jurisdictions; provided, however, that in no event shall the Company be required to register or qualify the Registrable Securities in any jurisdiction in which such registration or qualification would (i) cause the Company to be obligated to qualify to do business in any such jurisdiction where it would not otherwise be required to qualifyqualify but for this Section 3.1.5, (ii) or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction state or (iiiii) cause the holders of such Registrable Securities Investors to be obligated to escrow their Equity Interests shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction).

Appears in 1 contract

Samples: Registration Rights Agreement (Symmetry Holdings Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.