State Securities Laws Compliance. The Company shall use commercially reasonable efforts to (a) register or qualify the Insider Shares covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Insider Shares included in such Registration Statement (in light of their intended plan of distribution) may request and (b) take such action necessary to cause such Insider Shares covered by the Registration Statement to be registered with or approved by such other federal or state authorities 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 necessary or advisable to enable the holders of Insider Shares included in such Registration Statement to consummate the disposition of such Insider Shares in such jurisdictions; provided, however, that in no event shall the Company be required to register the Insider Shares in a jurisdiction in which such registration would cause (x) the Company to be obligated to qualify to do business in any such jurisdiction, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (y) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction).
Appears in 3 contracts
Samples: Registration Rights Agreement (Acquicor Technology Inc), Registration Rights Agreement (Acquicor Technology Inc), Registration Rights Agreement (Acquicor Technology Inc)
State Securities Laws Compliance. The Company shall use commercially reasonable efforts to (ai) register or qualify the Insider Shares covered by the Registration Statement under such securities or “"blue sky” " laws of such jurisdictions in the United States as the holders of Insider Shares included in such Registration Statement (in light of their intended plan of distribution) may request and (bii) take such action necessary to cause such Insider Shares covered by the Registration Statement to be registered with or approved by such other federal or state authorities 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 necessary or advisable to enable the holders of Insider Shares included in such Registration Statement to consummate the disposition of such Insider Shares in such jurisdictions; provided, however, that in no event shall the Company be required to register the Insider Shares in a jurisdiction in which such registration would cause (xi) the Company to be obligated to qualify to do business in any such jurisdiction, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (yii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction).
Appears in 3 contracts
Samples: Registration Rights Agreement (Treehouse Partners CORP), Registration Rights Agreement (Treehouse Partners CORP), Registration Rights Agreement (Ad.Venture Partners, Inc.)
State Securities Laws Compliance. The Company shall use commercially reasonable efforts to (ai) register or qualify the Insider Shares covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Insider Shares included in such Registration Statement (in light of their intended plan of distribution) may request and (bii) take such action necessary to cause such Insider Shares covered by the Registration Statement to be registered with or approved by such other federal or state authorities 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 necessary or advisable to enable the holders of Insider Shares included in such Registration Statement to consummate the disposition of such Insider Shares in such jurisdictions; provided, however, that in no event shall the Company be required to register the Insider Shares in a jurisdiction in which such registration would cause (xi) the Company to be obligated to qualify to do business in any such jurisdiction, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (yii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company (except to the extent such shares are already subject to an escrow in such jurisdiction).
Appears in 2 contracts
Samples: Registration Rights Agreement (180 Connect Inc.), Arrangement Agreement (Ad.Venture Partners, Inc.)