Common use of Blue Sky and Other Qualifications Clause in Contracts

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The At any time that the Company does not have a class of securities listed on a United States National Securities Exchange, the Company will use its commercially reasonable efforts, in cooperation with the AgentAgents, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file a prospectus, registration statement or similar disclosure document with any regulatory authority or any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the AgentAgents, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws Applicable Securities Laws of such those states and other jurisdictions (domestic or foreign) as the Agent may designate be required and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares as an “at-the-market distribution” (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares as an “at-the-market distribution” (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The At any time that the Company does not have a class of securities listed on a “National Securities Exchange” (as defined in the Exchange Act), the Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The At any time that the Company does not have a class of securities listed on a United States National Securities Exchange, the Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file a prospectus, registration statement or similar disclosure document with any regulatory authority or any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the AgentAgents, the Forward Sellers and the Forward Purchasers, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents, the Forward Sellers and the Forward Purchasers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement such Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the AgentAgents, Forward Purchasers, and Forward Seller, to cause the Issuance Shares and Forward Settlement Shares to be listed on the NYSE and to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares Securities to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents, Forward Purchasers, and Forward Sellers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent, promptly from time to time take such action as Xxxxx Fargo Securities may reasonably request to qualify the Placement Shares Securities for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares Securities to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Xxxxx Fargo Securities may designate request and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, (ii) produce any new disclosure document except as may be required by the laws of such jurisdiction, or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the [Agent], to qualify the Placement Shares and Purchased Securities for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent [Agent] may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares or Purchased Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the such Placement Shares or Purchased Securities (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the AgentAgents, the Forward Purchasers, and the Forward Sellers, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Agents, Forward Purchasers, and Forward Sellers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject; provided further that no Placement Shares shall be sold on any Canadian exchange. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the AgentSales Agents and Forward Purchasers, to qualify the Placement Shares Securities for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares Securities to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent Sales Agents and Forward Purchasers may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares Securities (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement)Securities.

Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent, to qualify the Placement Shares for offering and sale, if so required in the discretion of the Agent, or to obtain an exemption for the Placement Shares to be offered and sold, if so required in the discretion of the Agent, under the applicable securities laws of such states and other within the United States and, with the Company’s prior written consent, jurisdictions (domestic outside of the United States, with the exception of any country that is a member of the European Union or foreign) the European Economic Area, as the Agent may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).