Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 6 contracts

Sources: Purchase Agreement, Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 6 contracts

Sources: Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the UnderwritersAgent or, in the case of an offer and sale of Shares to the Agent as principal, the Agent to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may Agent may, from time to time, designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration StatementShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 6 contracts

Sources: Atm Equity Offering Sales Agreement (Irobot Corp), Atm Equity Offering Sales Agreement (REE Automotive Ltd.), Atm Equity Offering Sales Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, the Forward Sellers and the Forward Purchasers, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Underwriters, the Forward Sellers and the Forward Purchasers may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Registration Statement and any Rule 462(b) Registration StatementSecurities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 4 contracts

Sources: Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the UnderwritersAgents, to qualify the Securities Placement Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Agents may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration StatementPlacement Shares; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 4 contracts

Sources: Equity Distribution Agreement (Phunware, Inc.), Equity Distribution Agreement (Phunware, Inc.), Equity Distribution Agreement (Docebo Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b426(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or to otherwise subject itself 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.

Appears in 3 contracts

Sources: Underwriting Agreement (BOISE CASCADE Co), Underwriting Agreement (BOISE CASCADE Co), Underwriting Agreement (Boise Cascade, L.L.C.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: Purchase Agreement (Archipelago Learning, Inc.), Purchase Agreement (Thermage Inc), Underwriting Agreement (Mistral Acquisition CO)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify or register the Securities for offering and sale under (or obtain exemptions from the application of) the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives Representative may designate and the Company consent to, and to maintain such qualifications in effect for a period of not less than one year from in all material respects so long as required to complete the later distribution of the effective date of the Registration Statement and any Rule 462(b) Registration StatementSecurities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: Underwriting Agreement (Southwestern Energy Co), Underwriting Agreement (Southwestern Energy Co), Underwriting Agreement (Southwestern Energy Co)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: Purchase Agreement (Opentable Inc), Purchase Agreement (Opentable Inc), Purchase Agreement (Opentable Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation cooperate with the Underwriters, Agent to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may Agent, may, from time to time, designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; Shares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: At the Market Offering Agreement (Protalix BioTherapeutics, Inc.), Atm Equity Offering Sales Agreement (Protalix BioTherapeutics, Inc.), At the Market Offering Agreement (Protalix BioTherapeutics, Inc.)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities and Representative’s Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Registration Statement Public Securities and any Rule 462(b) Registration StatementRepresentative’s Securities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: Underwriting Agreement (Callan JMB Inc.), Underwriting Agreement (Callan JMB Inc.), Underwriting Agreement (Callan JMB Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less more than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the UnderwritersAgents or, in the case of an offer and sale of Shares to an Agent as principal, such Agent to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may Agents may, from time to time, designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration StatementShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: At Market Issuance Sales Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), At Market Issuance Sales Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), At Market Issuance Sales Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Blue Sky Qualifications. The Company and the Guarantors will use its reasonable best effortsarrange, if necessary, in cooperation with the UnderwritersInitial Purchasers, to qualify for the qualification of the Securities for offering and sale under the securities or applicable securities “blue sky” laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to will maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statementhereof; provided, however, that neither the Company nor any of the Guarantors shall not be obligated to file any general consent or otherwise subject itself to service of process or to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction in which it is would not so otherwise be qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Sources: Purchase Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Underwriters may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 3 contracts

Sources: Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 2 contracts

Sources: Underwriting Agreement (Symmetry Holdings Inc), Underwriting Agreement (Symmetry Holdings Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities Offered ADSs for offering and sale under (or obtain the exemptions from the application of) the applicable securities laws of such states and other jurisdictions (domestic within or foreign) outside of the United States as the Representatives may reasonably designate and to maintain such qualifications (or exemptions) in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Registration Statement and any Rule 462(b) Registration StatementOffered ADSs; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 2 contracts

Sources: Underwriting Agreement (Cellectis S.A.), Underwriting Agreement (Cellectis S.A.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 2 contracts

Sources: Purchase Agreement (Lincoln Educational Services Corp), Purchase Agreement (Lincoln Educational Services Corp)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify or register the Securities for offering and sale under (or obtain exemptions from the application of) the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may designate and the Company consent to, and to maintain such qualifications in effect for a period of not less than one year from in all material respects so long as required to complete the later distribution of the effective date of the Registration Statement and any Rule 462(b) Registration StatementSecurities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 2 contracts

Sources: Underwriting Agreement (Southwestern Energy Co), Underwriting Agreement (Southwestern Energy Co)

Blue Sky Qualifications. The Company will shall use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities and Representative’s Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Registration Statement Public Securities and any Rule 462(b) Registration StatementRepresentative’s Securities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 2 contracts

Sources: Underwriting Agreement (Titan Pharmaceuticals Inc), Underwriting Agreement (Titan Pharmaceuticals Inc)

Blue Sky Qualifications. The Company will shall use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative(s) may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Imco Recycling Inc)

Blue Sky Qualifications. The In the event that the ADSs are delisted from the Nasdaq Capital Market, the Company will shall use its reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Registration Statement and any Rule 462(b) Registration StatementPublic Securities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Underwriting Agreement (Oasmia Pharmaceutical AB)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be -------- ------- obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Utstarcom Inc)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Susser Holdings CORP)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters▇▇▇▇▇▇▇ ▇▇▇▇▇, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Whiting Petroleum Corp)

Blue Sky Qualifications. The In the event that the ADSs are delisted from the Nasdaq Capital Market, the Company will shall use its reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Registration Statement and any Rule 462(b) Registration StatementPublic Securities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Underwriting Agreement (Oasmia Pharmaceutical AB)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative(s) may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Cedar Shopping Centers Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Underwriting Agreement (Babyuniverse, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the UnderwritersMLV, to qualify the Placement Securities for offering and sale sale, or to obtain an exemption for the Placement Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives MLV may reasonably designate and to maintain such qualifications and exemptions in effect for a period of not less than one year from so long as required for the later distribution of the effective date of the Registration Statement and any Rule 462(b) Registration StatementPlacement Securities; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: At the Market Issuance Sales Agreement (Cedar Realty Trust, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the UnderwritersRepresentative, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the new effective date of the Registration Statement with respect to the Representative and any the Securities pursuant to Rule 462(b) Registration Statement430B(f)(2); provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Underwriting Agreement (Cedar Realty Trust, Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the UnderwritersAgent, or in the case of an offer and sale of Shares to the Agent as principal, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may Agent may, from time to time, designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration StatementShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Atm Equity Offering Sales Agreement (Express, Inc.)

Blue Sky Qualifications. The Company will use its commercially ----------------------- reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Underwriting Agreement (Linc Group Inc)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale sale, or to obtain an exemption for the Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications and exemptions in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statementhereof; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Colonial Realty Limited Partnership)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with and as requested by the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Allegiant Travel CO)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, Agents and the Forward Purchaser to qualify the Securities Shares and any Confirmation Shares for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may Agents and the Forward Purchaser may, from time to time, designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration StatementShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Atm Equity Offering Sales Agreement (Armada Hoffler Properties, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Representative(s) may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Underwriting Agreement (Ctpartners Executive Search LLC)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Interactive Health, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the UnderwritersInternational Managers, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the U.S. Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.. In each jurisdiction in

Appears in 1 contract

Sources: International Purchase Agreement (Wellpoint Health Networks Inc /Ca/)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the UnderwritersAgent or, in the case of an offer and sale of Shares to the Agent as principal, to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may Agent may, from time to time, designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration StatementShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Atm Equity Offering Sales Agreement (Neoleukin Therapeutics, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the neither the Trust nor Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Macquarie Infrastructure CO LLC)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with and as requested by the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives Underwriters may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (Allegiant Travel CO)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to or otherwise subject itself 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.

Appears in 1 contract

Sources: Purchase Agreement (GameFly Inc.)

Blue Sky Qualifications. The Company will use its commercially reasonable best efforts, in cooperation with the UnderwritersAgent or, in the case of a an offer and sale of Shares to the Agent as principal, the Agent to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representatives may Agent may, from time to time, designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later sale of the effective date of the Registration Statement and any Rule 462(b) Registration StatementShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself 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.

Appears in 1 contract

Sources: Atm Equity Offering Sales Agreement (Septerna, Inc.)