Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company shall use its commercially reasonable 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, if necessarySales Agent, 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 Representative Sales Agent may designate with the consent of the Company and to maintain such qualifications in effect so long as reasonably required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersUnderwriter, 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 Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable effortsand the Significant Guarantors will endeavor, in cooperation with the Underwriters, if necessaryyou, to qualify the Public Securities for offering and sale under under, or obtain exemptions from, the applicable securities laws of such states and other jurisdictions (domestic or foreign) of the United States as the Representative Underwriters may designate with the consent of the Company reasonably request, and to will maintain such qualifications in effect for so long as may be required to complete for the distribution of the Public Securities; provided, however, that neither the Company nor the Significant Guarantors shall not be obligated to file any 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 dealer, or to subject itself to taxation in respect of as doing business in any jurisdiction in which it is not otherwise required to be so subjectqualified or subject to taxation.

Blue Sky Qualifications. The Company shall will use its commercially 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective 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 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 shall will use its commercially reasonable 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 Representative Representatives may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryUnderwriters and the Selling Shareholder, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representative Representatives and the Selling Shareholder may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable effortsand the Significant Guarantors will endeavor, in cooperation with the Underwriters, if necessaryyou, to qualify the Public Securities for offering and sale under under, or obtain exemptions from, the applicable securities laws of such states and other jurisdictions (domestic or foreign) of the United States as the Representative Underwriters may designate with the consent of the Company reasonably request, and to will maintain such qualifications in effect for so long as may be required to complete for the distribution of the Public Securities; provided, however, that neither the Company nor the Significant Guarantors shall not be obligated to file any 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 as doing business in any jurisdiction in which it is not otherwise required to be so subjectqualified.

Blue Sky Qualifications. The Company shall will use its commercially reasonable 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Public Securitiesdate hereof; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryUnderwriters and the Selling Shareholder, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representative Representatives and the Selling Shareholder may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersUnderwriter, 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 Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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. The parties acknowledge and agree that, to the extent the Securities are listed on the Exchange, no such blue-sky filings will be required.

Blue Sky Qualifications. The Company shall will use its commercially 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective 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 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 so subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Underwriters may request.

Blue Sky Qualifications. The Company shall will use its commercially reasonable 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as reasonably required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersUnderwriter, if necessary, to qualify the Public Securities and the Underwriter’s Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially 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 Representative Representatives may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable 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 U.S. jurisdictions (domestic or foreignand such foreign jurisdictions as the Company and the Underwriters shall mutually agree) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersUnderwriter, 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 Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable 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 Representative Underwriters may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially reasonable 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 Representative Representatives may designate with the consent of the Company reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, to qualify, 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or trust, as a dealer in securities or to do business in any jurisdiction in which it is not so qualified qualified, 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 If required by applicable law, the Company shall will use its commercially 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 Representative Representatives may designate with the consent of the Company reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially reasonable 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 Representative Representatives may reasonably designate with the consent of the Company in advance and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially 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 U.S. jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated (i) to file any general consent to service of process or process, (ii) to qualify as a foreign partnership, corporation or other entity or as a dealer in securities in any jurisdiction in which it is not so qualified or (iii) 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, to qualify, if necessary, to qualify the Public Securities Notes for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesNotes; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or trust, as a dealer in securities or to do business in any jurisdiction in which it is not so qualified qualified, 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 shall and the Guarantors will use its their commercially 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that neither the Company nor any Guarantor shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation cooperate with the Underwriters, if necessary, Underwriters and counsel for the Underwriters to qualify or register the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Underwriters may reasonably designate with the consent of the Company and to comply with such laws and maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially reasonable 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 Representative Representatives may designate with the consent of the Company reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, Agent to qualify the Public 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 Representative may Agent may, from time to time, designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution sale of the Public SecuritiesShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective date of the Registration Statement; provided, however, that the Company shall not be obligated to file any 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 shall and the Guarantor will use its their commercially 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that neither the Company nor the Guarantor shall not be obligated to file any 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 shall and the Guarantors will use its commercially reasonable their 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that neither the Company nor the Guarantors shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryRepresentatives, 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective 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 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. The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Representatives may request.

Blue Sky Qualifications. The Company shall will use its commercially reasonable efforts, in cooperation with the Underwriters, if necessaryUnderwriter, 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 Representative Underwriter may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Firm Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesFirm Shares; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective 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 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. The Company will also supply the Underwriters with such information as is necessary for the determination of the legality of the Securities for investment under the laws of such jurisdictions as the Underwriters may request.

Blue Sky Qualifications. The Company shall Each of the Transaction Entities will use its commercially 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 U.S. jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company Transaction Entities shall not be obligated (i) to file any general consent to service of process or process, (ii) to qualify as a foreign partnership, corporation or other entity or as a dealer in securities in any jurisdiction in which it is not so qualified or (iii) 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 shall will use its commercially reasonable 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 Representative may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable 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 Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If necessary, the Company shall use its commercially reasonable 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable 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 Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersRepresentative, if necessary, to qualify the Public Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesShares; provided, however, that the Company shall not be obligated to file any 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. The parties acknowledge and agree that, to the extent the Shares are listed on the Exchange, no such blue-sky filings will be required.

Blue Sky Qualifications. The If required by applicable law, the Company shall will use its commercially reasonable 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 Representative Underwriters may designate with the consent of the Company reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially 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 Company and the Representative may shall together designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable 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 Representative may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective 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 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 shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities ADSs for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesADSs; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersRepresentative, 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, to qualify, 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or trust , as a dealer in securities or to do business in any jurisdiction in which it is not so qualified qualified, 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersUnderwriter, if necessary, to qualify the Public Securities Firm Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesFirm Shares; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Underwriters may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesShares; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially 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 Representative may designate with the consent of the Company Company, and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete permit the completion of the distribution of the Public SecuritiesSecurities as contemplated in this Agreement and in the Prospectus; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially reasonable 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 Representative Underwriters may designate with the consent of the Company reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially reasonable 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 Representative Representatives may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable 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 Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable 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 such other jurisdictions (domestic or foreign) ), in each case, as the Representative may designate with the consent of and the Company may mutually agree and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation will cooperate with the Underwriters, if necessary, Underwriters to qualify the Public Securities and the shares of Common Stock issuable upon conversion of the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Public Securitiesdate hereof; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, if necessaryRepresentative, to qualify the Public Offered Securities for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representative may may, from time to time, designate in consultation with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution sale of the Public SecuritiesOffered Securities contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially 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 Representative Representatives may designate with the consent of the Company Company, and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable commercial efforts, in cooperation with the Underwriters, if necessaryAgents, to qualify the Public Securities for offering and sale under the applicable securities laws of such states (to the extent required) and other jurisdictions (domestic or foreign) as the Representative Representatives may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Offered Securities; provided, however, that the Company shall not be obligated to file any 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 If required by law, the Company shall will use its commercially reasonable 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 Representative Representatives may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the UnderwritersUnderwriter, if necessary, to qualify the Public Securities Offered Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesOffered Shares; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesShares; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation will cooperate with the Underwriters, if necessary, to qualify the Public Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so for as long as required may be necessary to complete the distribution of the Public Offered Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a broker or 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 shall Transaction Entities will use its their commercially reasonable 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 Representative Representatives may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company neither Transaction Entity shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, to qualify, 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated (i) to file any general consent to service of process or process, (ii) to qualify as a foreign corporation or trust, as a dealer in securities or to do business in any jurisdiction in which it is not so qualified qualified, or (iii) 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 If required by applicable law, the Company shall will use its commercially reasonable 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with efforts as requested by the Underwriters, if necessary, Underwriters and counsel for the Underwriters to qualify the Public Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may reasonably designate with the consent of the Company and to will maintain such qualifications in effect so long as required to complete the distribution of the Public Offered Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process where it has not already otherwise provided such a consent 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 shall use its commercially reasonable effortsand the Significant Guarantors will endeavor, in cooperation with the Underwriters, if necessaryyou, to qualify the Public Offered Securities for offering and sale under under, or obtain exemptions from, the applicable securities laws of such states and other jurisdictions (domestic or foreign) of the United States as the Representative Underwriters may designate with the consent of the Company reasonably request, and to will maintain such qualifications in effect for so long as may be required to complete for the distribution of the Public Offered Securities; provided, however, that neither the Company nor the Significant Guarantors shall not be obligated to file any 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 as doing business in any jurisdiction in which it is not otherwise required to be so subjectqualified.

Blue Sky Qualifications. The Company shall use its commercially reasonable efforts, in cooperation cooperate with the Underwriters, if necessary, Underwriters and counsel for the Underwriters to qualify or register the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may reasonably designate with the consent of the Company and to comply with such laws and maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Underwritten Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 If required by applicable law, the Company shall will use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Offered Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesOffered Shares; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesShares; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable 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 Representative may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable commercial 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 (to the extent required) and other jurisdictions (domestic or foreign) as the Representative may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryUnderwriters and the Selling Shareholder, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representative and the Selling Shareholder may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall and the Trust will each use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Preferred Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Underwriters may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective date of the Registration Statement; provided, however, that neither the Company nor the Trust shall not be obligated to file any 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 Issuer and the Company shall use its commercially reasonable efforts, in cooperation will furnish such information as may be required and otherwise will cooperate 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that neither the Issuer nor the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryUnderwriter, to qualify the Public Securities and the shares of underlying Common Stock for offering and sale under the applicable securities laws of such states and other domestic, or if applicable, foreign, jurisdictions (domestic or foreign) as the Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Public Securitiesdate hereof; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryInitial Purchaser, to qualify the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) within the United States as the Representative Initial Purchaser may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company and the Operating Partnership shall not be obligated to file any 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 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation will furnish such information as may be required and otherwise will cooperate with the International Underwriters, if necessary, to qualify the Public Securities ADSs for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesADSs; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Offered Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable effortsreasonable, 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 Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable effortswill arrange, if necessary, in cooperation with the Underwriters, if necessary, to qualify for the Public 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 Representative ▇.▇. ▇▇▇▇▇▇ Securities may designate with the consent of the Company and to will maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Public Securitiesdate hereof; provided, however, that the Company shall not be obligated to file any general consent 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.

Blue Sky Qualifications. The If required by applicable law, the Company shall will use its commercially 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 Representative Underwriters may designate with the consent of the Company reasonably request and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation will cooperate with the Underwriters, if necessary, 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective 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 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 shall will use its commercially reasonable 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 as the Representatives may designate and other jurisdictions (domestic or foreign) as the Representative Company and Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution of the Public Securitiesdate hereof; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities for offering and sale by the Company under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as shall be mutually agreed between the Representative may designate with the consent of Representatives and the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable 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 Representative Representative[s] may designate with the consent of the Company and to maintain such qualifications in effect so long as reasonably required to complete the distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryInitial Purchasers, 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 Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesSecurities but no longer than one year after the date hereof; provided, however, that the Company shall not be obligated to file any 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 shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Shares, the Representative’s Warrants and the Representative Warrant Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securitiesapplicable securities; provided, however, that the Company shall not be obligated to file any 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 Issuer and the Company shall use its commercially reasonable efforts, in cooperation will furnish such information as may be required and otherwise will cooperate 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 Representative Underwriters may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities; provided, however, that neither the Issuer nor the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessaryUnderwriter, 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 Representative Underwriter may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete for a period of not less than one year from the distribution later of the Public Securitieseffective 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 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 shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Offered Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesOffered Shares; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities Offered ADSs for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic within or foreign) outside of the United States as the Representative Representatives may reasonably designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public SecuritiesOffered ADSs; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities for offering and sale under (or obtain exemptions from the application of) the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public 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.

Blue Sky Qualifications. The Company shall will use its commercially reasonable efforts, in cooperation with the Underwriters, if necessaryAgents, to qualify the Public 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 Representative may Agents may, from time to time, designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution sale of the Public SecuritiesShares contemplated by this Agreement; provided, however, that the Company shall not be obligated to file any 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 shall will use its commercially reasonable best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securities and the Underlying Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate with the consent of the Company and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities and the Underlying Securities; provided, however, that the Company shall not be obligated to file any 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.