Common use of Blue Sky Compliance Clause in Contracts

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Public Units and any of the underlying securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Public Units and any of the underlying securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Public Units and any of the underlying securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Public Units and any of the underlying securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity, or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale by the Underwriters under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file or take any action that would constitute a general consent to service of process in any such jurisdiction or (iii) subject itself or any of its affiliates to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Offered Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsOffered Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly Promptly from time to time to take such actions action as the Representatives may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, request and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictionsjurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it would not otherwise be required to so qualifiedqualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if in which it is would not otherwise so be subject.;

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file or take any action that would constitute a general consent to service of process in any such jurisdiction or (iii) subject itself or any of its affiliates to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky blue sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such lawslaws in all material respects, for so long as required to permit the offer and sale of the Stock in such jurisdictions; provided provided, that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly The Company will, with cooperation from time to time such actions as the Representatives may reasonably request to and the counsel for the Underwriters, qualify the Stock Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale of Stock the Shares but in such jurisdictionsno event longer than 180 days from the Closing Date; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) execute or file a any general consent to service of process in any such jurisdiction or take any other action that would subject itself to general service of process in such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) states as the Representatives Managers or the Forward Purchasers may reasonably designate and to continue use its commercially reasonable efforts to maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer and sale of Stock in such jurisdictionsthe Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations partnership or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky blue sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale initial resale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) qualified or to file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriters may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriters may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as Unless the Representatives may reasonably request Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the Company will endeavor in good faith, to qualify the Stock Units for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsUnits; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Public Shares and any of the underlying securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Public Shares and any of the underlying securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Offered ADSs for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Offered ADSs in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time The Company will furnish such information as may be required and otherwise use its commercially reasonable efforts to time such actions as cooperate in qualifying the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity, or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualified, qualify; (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations (or other entities) in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Xxxxx may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Xxxxx may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock the Units and the exercise of the Warrants in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction jurisdiction, if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Xxxxx may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Xxxxx may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Offered Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Offered Securities in such jurisdictions; provided that the Company and its subsidiaries the Subsidiary shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company will use its reasonable best efforts, with the Representatives may reasonably request Representatives’ cooperation, if necessary, to qualify the Stock Offered ADSs for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable best efforts to continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsADSs; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Shares and Warrants for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Shares and Warrants in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company shall cooperate with the Representatives may reasonably request Representative and its counsel in endeavoring to qualify the Stock Securities for offering offer and sale in connection with the offering under (or obtain exemptions from the application of) the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue shall maintain such qualifications and/or exemptions in effect, and to comply with such laws, for effect so long as required to permit for the offer and sale distribution of Stock in such jurisdictionsthe Securities; provided provided, however, that the Company and its subsidiaries shall not be obligated required in connection therewith, as a condition thereof, to (i) qualify as a foreign corporations corporation or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file qualified or to execute a general consent to service of process in any jurisdiction or (iii) subject itself to taxation as doing business in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Blue Sky Compliance. To take promptly from time to time such actions as The Company will endeavor, in cooperation with the Representatives may reasonably request Representatives, to qualify the Stock Shares for offering offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required required, in the reasonable judgment of counsel to permit the offer and sale Representatives, for distribution of Stock in such jurisdictionsthe Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company will cooperate with the Representatives may reasonably request Representative in endeavoring to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request in writing and will endeavor to continue such qualifications in effect, and to comply with such laws, for effect so long as reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly Promptly from time to time to take such actions action as the Representatives Representative may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, request and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictionsjurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it would not otherwise be required to so qualifiedqualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if in which it is would not otherwise so be subject.;

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Shares in such states and/or jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any state or jurisdiction in which they are not so qualified, (ii) qualified or to file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly Promptly from time to time to take such actions action as the Representatives you may reasonably request to qualify the Stock ADSs for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives you may reasonably designate and to continue such qualifications in effect, request and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictions; jurisdictions for as long as may be necessary to complete the distribution of the ADSs, provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in any jurisdiction securities (in which they are each case, where not so qualifiedotherwise required), (ii) to file a general consent to service of process in any jurisdiction (where not otherwise required) or (iii) subject itself to taxation in any such jurisdiction if it is (where not otherwise so subjectrequired).

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations or other entities in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Shares for offering offer and sale by the Underwriters under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsShares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file or take any action that would constitute a general consent to service of process in any such jurisdiction or (iii) subject itself or any of its affiliates to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take The Company will promptly from time to time to take such actions action as the Representatives Underwriters may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, have requested and to comply with such laws, for laws so long as required to permit the offer continuance of sales and sale of Stock dealings therein in such jurisdictions; provided that in connection therewith the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation in any jurisdiction where it is not now so qualified or in which they are it would not otherwise be required to so qualifiedqualify, (ii) file a general consent to service of process in any jurisdiction such jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if where it is not now subject or in which it would not otherwise so be subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated ​ to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To The Company will promptly take promptly from time to time such actions as the Representatives Placement Agent may reasonably request to qualify the Stock Shares for offering and sale under the securities securities, or Blue Sky blue sky, laws of such jurisdictions (domestic or foreign) as the Representatives Placement Agent may reasonably designate and to continue such qualifications in effect, and to comply with such laws, effect for so long as required to permit for the offer distribution of the Shares and sale will pay the fee, if any, of any state, the NASD or the American Stock Exchange in such jurisdictions; provided that connection with its review of the Offering. The Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation in any jurisdiction in which they are it is not so qualified, (ii) qualified or to file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation as doing business in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Blue Sky Compliance. To take promptly from time to time such actions as The Company will use its reasonable best efforts, in cooperation with the Representatives may reasonably request Representative, to qualify the Stock Securities (if necessary) for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any jurisdiction in which they are it is not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and will use its commercially reasonable efforts to continue maintain such qualifications in effect, and to comply with such laws, for effect so long as required to permit for distribution of the offer and sale of Stock in such jurisdictionsSecurities; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file or take any action that would constitute a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations or business entities in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Shares in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company will cooperate with the Representatives may reasonably request Initial Purchasers and their counsel to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Units for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Units in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky blue sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To The Company will take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock Offered Shares for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Offered Shares in such jurisdictions; provided that each of the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock Securities in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations or business entities in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company and the Representatives may reasonably request to Escrow Issuer will qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that none of the Company and its subsidiaries Company, the Escrow Issuer or any of the Subsidiary Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries Subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly The Company will, with cooperation from time to time such actions as the Representatives may reasonably request to Representative and the counsel for the Underwriters, qualify the Stock Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale of Stock the Shares but in such jurisdictionsno event longer than 180 days from the Closing Date; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) execute or file a any general consent to service of process in any such jurisdiction or take any other action that would subject itself to general service of process in such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company and the Representatives may reasonably request Guarantors will cooperate with the Initial Purchaser to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Initial Purchaser shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as reasonably required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor any of the Guarantors shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it is not now so qualified, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Common Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Common Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Underwriter may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Underwriter may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries Material Subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as the Representatives Representative may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction jurisdiction, if it is not otherwise so subject.

Blue Sky Compliance. To The Company will take promptly from time to time such actions action as the Representatives may Representative reasonably request requests to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor the Parent Guarantor shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company will endeavor, in cooperation with the Representatives may reasonably request Representatives, to qualify the Stock Shares for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required required, in the reasonable judgment of counsel to permit the offer and sale Representatives, for distribution of Stock in such jurisdictionsthe Shares; provided that the Company and its subsidiaries shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Blue Sky Compliance. To take promptly from time to time such actions as The Company will use its best efforts, in cooperation with the Representatives may reasonably request Initial Purchasers, to qualify the Stock Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may Representative shall reasonably designate request and to will continue such qualifications in effect, and to comply with such laws, for effect so long as required to permit for the offer offering and sale resale of Stock in such jurisdictionsthe Securities; provided that neither the Company and its subsidiaries nor the Guarantor shall not be obligated required to (i) qualify as a foreign corporations corporation or other entity or as a dealer in securities in any such jurisdiction in which they are where it would not otherwise be required to so qualifiedqualify, (ii) file a any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.