Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will take such actions as the Representative reasonably requests to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may designate and to maintain such qualifications in effect during the Delivery Period; provided, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may reasonably designate and will use commercially reasonable efforts to maintain such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as use its reasonable efforts to seek to arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as cooperate with the Representative reasonably requests to qualify Representatives for the qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representative may Representatives designate and to maintain continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as cooperate with the Representative reasonably requests Representatives with respect to qualify the qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, provided that in connection therewith the Company shall not be obligated required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (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 qualify as a foreign corporation or as a dealer in securities taxation in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is would not otherwise so be subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to or service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so otherwise subject to such consent or qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as cooperate with Credit Suisse for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Placement Agent may reasonably designate and will use commercially reasonable efforts to maintain such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as use its reasonable best efforts to arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representative may designate and to maintain such qualifications in effect during so long as required to complete the Delivery Perioddistribution of the Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to or service of or process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to the service of process in any jurisdiction in which it is not otherwise so subject or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or required to qualify or register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, to take any action that would subject it to general service of process in any jurisdiction in which it is not otherwise subject or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to or service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so otherwise subject to such consent or service of process or qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is otherwise not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as the Representative Representatives reasonably requests to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may designate and to maintain such qualifications in effect during the Delivery Period; provided, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Periodinitial resale of the Offered Securities by the Purchasers; providedprovided that, that in connection therewith, the Company shall will not be obligated required to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, or to subject itself to taxation in respect of for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Period; provideddistribution of the Offered Securities, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as cooperate with Representatives to arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as use its reasonable best efforts to arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representative Representatives may designate and to maintain such qualifications in effect during so long as required to complete the Delivery Perioddistribution of the Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, however, that neither the Company nor the Guarantors shall not be obligated to file qualify or take any action that would constitute a general consent to service of process or to qualify register as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Periodinitial resale of the Offered Securities by the Purchasers; provided, that that, in connection therewith, the Company shall will not be obligated required to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, or to subject itself to taxation in respect of for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as the Representative reasonably requests to qualify the Offered Securities for offering offer and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may designate shall reasonably request and to maintain will continue such qualifications in effect during so long as required for distribution of the Delivery PeriodOffered Securities; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Managers may reasonably designate and will use commercially reasonable efforts to maintain such qualifications in effect during so long as required for the Delivery Perioddistribution of the Shares; providedprovided however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as use its reasonable best efforts to arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Securities Depositary Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representative may designate and to maintain such qualifications in effect during so long as required to complete the Delivery Perioddistribution of the Depositary Shares; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or required to qualify or register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, to take any action that would subject it to general service of process in any jurisdiction with which it is not otherwise subject, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subjectsubject .

Blue Sky Qualifications. The Company will take such actions as use its reasonable best efforts to arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions as the Representative may designate and to maintain such qualifications in effect during so long as required to complete the Delivery Perioddistribution of the Shares; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Securities Placement Notes for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Agent may reasonably designate and will use commercially reasonable efforts to maintain such qualifications in effect during so long as required for the Delivery Perioddistribution of the Placement Notes; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to do so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as use its best efforts, in cooperation with the Representative reasonably requests Placement Agents, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may designate and to maintain such qualifications in effect during the Delivery Period; provided, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may designate designates and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subjectsubject .

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Securities; provided, however, that neither the Company nor the Guarantors shall not be obligated to file qualify or take any action that would constitute a general consent to service of process or to qualify register as a foreign corporation or as a dealer in securities or to take any action that would subject it to general service of process in any such jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to or service of or process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may designate and will use commercially reasonable efforts to maintain continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange, if necessary, for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may designate and will use commercially reasonable efforts to maintain continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives shall reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities as contemplated hereby; providedprovided that in connection therewith, that the Company shall will not be obligated required to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, or to subject itself to taxation in respect of for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as use its reasonable efforts to seek to arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may designate designates and to maintain will continue such qualifications in effect during so long as required for the Delivery Periodinitial resale of the Offered Securities by the Purchasers; provided, that that, in connection therewith, the Company shall will not be obligated required to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, or to subject itself to taxation in respect of for doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any jurisdiction or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Securities Notes for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, provided that the Company shall not be obligated required to file or take any action that would constitute a general consent to service of process or to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in which it is not so qualified any such jurisdiction or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests qualification of the Offered Securities and the shares of Common Stock to qualify be issued upon conversion of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may Representatives designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative Representatives may reasonably designate and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution of the Offered Securities by the Underwriters as contemplated hereby; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not otherwise so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as arrange for the Representative reasonably requests to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and non-U.S. jurisdictions as the Representative may designate Credit Suisse reasonably designates and to maintain will continue such qualifications in effect during so long as required for the Delivery Perioddistribution; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or required to qualify or register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, to take any action that would subject it to general service of process in any jurisdiction with which it is not otherwise subject, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Blue Sky Qualifications. The Company will take such actions as the Representative reasonably requests arrange, if necessary, to qualify the Securities for offering and sale under the applicable securities laws of such states and non-U.S. other jurisdictions (domestic or foreign) as the Representative Representatives may designate and to maintain such qualifications in effect during so long as required to complete the Delivery Perioddistribution of the Securities; provided, however, that the Company shall not be obligated to file or take any action that would constitute a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.