Common use of Blue Sky Laws Clause in Contracts

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 10 contracts

Samples: Securities Purchase Agreement (ID Global Solutions Corp), Securities Purchase Agreement (ID Global Solutions Corp), Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.)

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Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Healthy Extracts Inc.), Securities Purchase Agreement (Rich Pharmaceuticals, Inc.), Securities Purchase Agreement (Workhorse Group Inc.)

Blue Sky Laws. The Company shallCompany, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers each Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), . The Company shall make all filings and shall provide evidence reports relating to the offer and sale of any such action so taken to each Buyer on the Securities required under applicable securities or prior to “blue sky” laws of the states of the United States following the Closing Date.

Appears in 7 contracts

Samples: Subscription Agreement (Korro Bio, Inc.), Stock Purchase Agreement (Cullinan Therapeutics, Inc.), Agreement and Plan of Merger (Magenta Therapeutics, Inc.)

Blue Sky Laws. The Company shallCompany, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers each Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), . The Company shall make all filings and shall provide evidence reports relating to the offer and sale of any such action so taken to each Buyer on the Shares required under applicable securities or prior to “blue sky” laws of the states of the United States following the Closing Date.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Ventyx Biosciences, Inc.), Registration Rights Agreement (Minerva Surgical Inc), Agreement and Plan of Merger (IMARA Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Shares for sale to the Buyers at the applicable closing Purchaser pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification)therefrom, and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing DatePurchaser and counsel for the Purchaser as soon as practicable after such filing.

Appears in 2 contracts

Samples: Share Purchase Agreement (Planetcad Inc), Share Purchase Agreement (Dassault Systemes Corp)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Investor at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer the Investor on or prior to the Closing Date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Adial Pharmaceuticals, Inc.), Securities Purchase Agreement (Adial Pharmaceuticals, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, Date take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing Purchasers pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification)therefrom, and shall provide evidence of any such action so taken to each Buyer the Purchasers on or prior to the Closing Date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Palomar Medical Technologies Inc), Securities Purchase Agreement (Palomar Medical Technologies Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is may be necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to qualify for or obtain an exemption from such qualificationqualification for sale), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Guided Therapeutics Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Shares for sale to the Buyers at the applicable closing Merck pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Datetherefrom.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Idera Pharmaceuticals, Inc.), Stock Purchase Agreement (Idera Pharmaceuticals, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine determines is necessary in order to obtain an exemption for or to qualify the Securities Common Stock Shares for sale to the Buyers each Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue skyBlue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer Purchaser on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Common Stock Purchase Agreement (Pacific Mercantile Bancorp)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (American Technologies Group Inc), Securities Purchase Agreement (Amnex Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine determines is necessary in order to obtain an exemption for or to qualify the Securities Series B Shares for sale to the Buyers each Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue skyBlue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer Purchaser on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Pacific Mercantile Bancorp), Stock Purchase Agreement (Pacific Mercantile Bancorp)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ener1 Holdings Inc), Securities Purchase Agreement (Inprimis Inc)

Blue Sky Laws. The Company shall, on or before the ------------- Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amnis Systems Inc)

Blue Sky Laws. The Company shall, on or before the Initial Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Initial Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eventure Interactive, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is may be necessary to qualify the Securities for fur sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under lll1der applicable securities or "blue sky" laws of the states of the United States (or to qualify fur or obtain an exemption from such qualificationqualification for sale), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Guided Therapeutics Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably reasonable determine is necessary to qualify the Securities Convertible Instruments for sale to the Buyers Purchasers at the applicable closing Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer Purchaser and the Purchasers' Representative on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Touch Tone America Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Shares for sale to the Buyers at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.)

Blue Sky Laws. The Company shallCompany, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), . The Company shall make all filings and shall provide evidence reports relating to the offer and sale of any such action so taken to each Buyer on the Shares required under applicable securities or prior to “blue sky” laws of the states of the United States following the Closing Date.

Appears in 1 contract

Samples: Registration Rights Agreement (Minerva Surgical Inc)

Blue Sky Laws. The Company shall, at its sole cost and expense, on or before each of the Closing DateDates, take such action as the Company shall reasonably determine is necessary to qualify the Registrable Securities for, or obtain exemption for Registrable Securities for, sale to the Buyers Investor at each of the applicable closing Closings pursuant to this Agreement under applicable securities or “blue skyBlue Sky” laws of the such states of the United States (or to obtain an exemption from such qualification)States, as reasonably specified by the Investor, and shall provide evidence of any such action so taken to each Buyer the Investor on or prior to the Closing Date.

Appears in 1 contract

Samples: Reserve Equity Financing Agreement (Global Earth Energy, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, shall promptly take such action as the Company shall reasonably reasonable determine is necessary to qualify the Securities Convertible Instruments for sale to the Buyers Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer Purchaser and the Purchaser' Representative on or prior to the Closing Date.

Appears in 1 contract

Samples: Option Agreement (Touch Tone America Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take --------------- such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.. c.

Appears in 1 contract

Samples: Securities Purchase Agreement Securities Purchase Agreement (Imaging Technologies Corp/Ca)

Blue Sky Laws. The Company shall, on or before the Closing Issuance Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Holder at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer Holder on or prior to the Closing Issuance Date.

Appears in 1 contract

Samples: Agreement (Sentient Brands Holdings Inc.)

Blue Sky Laws. The Company shallCompany, on or before the Closing DateFirst Closing, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers each Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), . The Company shall make all filings and shall provide evidence reports relating to the offer and sale of any such action so taken to each Buyer on the Shares required under applicable securities or prior to “blue sky” laws of the states of the United States following the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Recursion Pharmaceuticals, Inc.)

Blue Sky Laws. The Company shallCompany, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers each Xxxxx Entity at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), . The Company shall make all filings and shall provide evidence reports relating to the offer and sale of any such action so taken to each Buyer on the Shares required under applicable securities or prior to “blue sky” laws of the states of the United States following the Closing Date.

Appears in 1 contract

Samples: Subscription Agreement (Comstock Resources Inc)

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Blue Sky Laws. The Company shall, on On or before the Closing Date, the Company shall take such action as the Company shall reasonably determine is be necessary to qualify qualify, or to obtain an exemption for, the Securities Shares for sale to the Buyers at Buyer for issuance to the applicable closing Buyer pursuant to this Agreement under applicable such of the securities or "blue sky" laws of jurisdictions as shall be applicable to the states sale of the United States (Shares pursuant to this Agreement. The Company shall furnish copies of all filings, applications, orders and grants or confirmations of exemptions relating to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer securities or "blue sky" laws on or prior to the Closing Date.

Appears in 1 contract

Samples: Subscription Agreement (SCC Communications Corp)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under federal securities laws and applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Premier Biomedical Inc)

Blue Sky Laws. The Company shallwill, on or before the Closing Date, take such action as the Company shall reasonably determine determines is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), ) and shall will provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ipsidy Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Note for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualificationqualification[MO2] ), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Note Purchase Agreement (Banjo & Matilda, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing ------------- Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Holder at the applicable closing Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer the Holder on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Exchange Agreement (Ashton Technology Group Inc)

Blue Sky Laws. The Company shall, on or before the Initial Closing Date and each Subsequent Closing Date, as the case may be, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement Closing under applicable federal or state securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (FiscalNote Holdings, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is may be necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to qualify for or obtain an exemption from such qualificationqualification for sale), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Guided Therapeutics Inc)

Blue Sky Laws. The Company shallCompany, on or before the Closing DateClosing, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers Purchaser at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), . The Company shall make all filings and shall provide evidence reports relating to the offer and sale of any such action so taken to each Buyer on the Shares required under applicable securities or prior to “blue sky” laws of the states of the United States following the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Recursion Pharmaceuticals, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sentient Brands Holdings Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cybercash Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Holder at the applicable closing Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer the Holder on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Exchange Agreement (Ashton Technology Group Inc)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ari Network Services Inc /Wi)

Blue Sky Laws. The Company shall, on or before the Closing DateFirst Closing, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Purchaser at the applicable closing Closings pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each Buyer the Purchaser on or prior to the First Closing Date.

Appears in 1 contract

Samples: Note Purchase Agreement (NuGene International, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rich Pharmaceuticals, Inc.)

Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyers Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue -blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to each the Buyer on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (MyDx, Inc.)

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