Common use of Blue Sky in Piggyback Registration Clause in Contracts

Blue Sky in Piggyback Registration. In the event of any Registration of Registrable Securities pursuant to Section 9, the Company will exercise its best efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (i) the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, such expenses shall be payable pro rata by selling shareholders.

Appears in 1 contract

Samples: Information and Registration Rights Agreement (Rambus Inc)

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Blue Sky in Piggyback Registration. In the event of any Registration of Registrable Securities pursuant to Section 9Piggyback Registration, the Company will Borrower shall exercise its best commercially reasonable efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (ia) the Company Borrower shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (iib) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholdersstockholders, such expenses shall be payable pro rata by the selling shareholdersstockholders.

Appears in 1 contract

Samples: Complete Genomics Inc

Blue Sky in Piggyback Registration. In the event of any Registration of Registrable Securities pursuant this to Section 92.2, the Company will exercise its best efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (i) the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholdersstockholders, such expenses shall be payable pro rata by selling shareholdersstockholders.

Appears in 1 contract

Samples: Agreement (SCP Private Equity Partners Ii Lp)

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Blue Sky in Piggyback Registration. In the event of any Registration of Registrable Securities pursuant to this Section 91.13, the Company Parent will exercise its best use commercially reasonable efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (i) the Company Parent shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholdersstockholders, such expenses shall be payable pro rata by selling shareholdersstockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)

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