Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares).

Appears in 46 contracts

Sources: Distribution Agency Agreement (Camden Property Trust), Distribution Agency Agreement (Camden Property Trust), Distribution Agency Agreement (Camden Property Trust)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 31 contracts

Sources: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)

Blue Sky Qualifications. The Company will arrange promptly from time to time take such action as the Representatives may reasonably request to qualify the Securities for the qualification of the Shares for offering and sale under the securities laws of such jurisdictions as the Manager designates Representatives may request and will continue to comply with such qualifications laws so as to permit the sales and dealings therein in effect so such jurisdictions for as long as required for may be necessary to complete the distributiondistribution of the Securities; provided, however, provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation or corporation, to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or to the offering and sale of the Shares)subject itself to taxation in any jurisdiction.

Appears in 20 contracts

Sources: Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp), Underwriting Agreement (State Street Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required to qualify or register as a foreign corporation or to in any jurisdiction in which it is not so qualified, file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 14 contracts

Sources: Underwriting Agreement (Intellia Therapeutics, Inc.), Underwriting Agreement (ATAI Life Sciences B.V.), Underwriting Agreement (Intellia Therapeutics, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue maintain such qualifications qualification in effect so long as required for the distributiondistribution thereof; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 11 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; providedprovided that, howeverin connection therewith, that the Company will shall not be required to qualify as a foreign corporation or to take any action that would subject it to a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 11 contracts

Sources: Underwriting Agreement (Black Hills Corp /Sd/), Underwriting Agreement (Black Hills Corp /Sd/), Underwriting Agreement (Black Hills Corp /Sd/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Securities by the Underwriters; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect state or subject itself to the offering and sale of the Shares)taxation generally in any jurisdiction.

Appears in 8 contracts

Sources: Underwriting Agreement (American Tower Corp /Ma/), Underwriting Agreement (American Tower Corp /Ma/), Underwriting Agreement (American Tower Corp /Ma/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 7 contracts

Sources: Underwriting Agreement (Evoke Pharma Inc), Underwriting Agreement (Spherix Inc), Underwriting Agreement (Spherix Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative reasonably designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities; providedprovided that in connection therewith, however, that the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to consent to the service of process under the laws of taxation for doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 6 contracts

Sources: Underwriting Agreement (Taylor Morrison Home Corp), Underwriting Agreement (Taylor Morrison Home Corp), Underwriting Agreement (Taylor Morrison Home Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates Placement Agent designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 6 contracts

Sources: Placement Agency Agreement (SANUWAVE Health, Inc.), Placement Agency Agreement (Park City Group Inc), Placement Agency Agreement (SilverSun Technologies, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distribution; provideddistribution of the Offered Securities as contemplated hereby, however, provided however that the Company will shall not be required 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 subject itself to consent to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 5 contracts

Sources: Underwriting Agreement (Terex Corp), Underwriting Agreement (Terex Corp), Underwriting Agreement (Terex Corp)

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates may reasonably designate and will continue use commercially reasonable efforts to maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 5 contracts

Sources: Distribution Agreement (Tellurian Inc. /De/), Distribution Agreement (Tellurian Inc. /De/), Distribution Agreement (Tellurian Inc. /De/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities as contemplated hereby; provided, however, provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service or take any action that would subject it to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any such jurisdiction where it is not then so subject.

Appears in 5 contracts

Sources: Underwriting Agreement (Neoleukin Therapeutics, Inc.), Underwriting Agreement (Xencor Inc), Underwriting Agreement (Neoleukin Therapeutics, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 5 contracts

Sources: Underwriting Agreement (Corvus Pharmaceuticals, Inc.), Underwriting Agreement (Achaogen Inc), Underwriting Agreement (Achaogen Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or to the offering and sale of the Shares)take any action that would subject it to taxation in any such jurisdiction where it is not then so subject.

Appears in 4 contracts

Sources: Underwriting Agreement (AC Immune SA), Underwriting Agreement (AC Immune SA), Underwriting Agreement (AC Immune SA)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such state or jurisdiction (except service or to subject itself to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 4 contracts

Sources: Underwriting Agreement (First Bancorp /Pr/), Underwriting Agreement (First Bancorp /Pr/), Underwriting Agreement (First Bancorp /Pr/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 4 contracts

Sources: Underwriting Agreement (Evogene Ltd.), Underwriting Agreement (Boingo Wireless Inc), Underwriting Agreement (Realpage Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates Placement Agents designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 4 contracts

Sources: Placement Agency Agreement (Electro Optical Sciences Inc /Ny), Placement Agency Agreement (Chelsea Therapeutics International, Ltd.), Placement Agency Agreement (Javelin Pharmaceuticals, Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so for as long as required for may be necessary to complete the distributiondistribution of the Offered Securities; providedprovided that, howeverin connection therewith, that the Company will shall not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction, to qualify in any jurisdiction (except service of process with respect as a broker-dealer or to the offering and sale of the Shares)subject itself to taxation in any jurisdiction if it is not otherwise so subject.

Appears in 4 contracts

Sources: Underwriting Agreement (Laureate Education, Inc.), Underwriting Agreement (Laureate Education, Inc.), Underwriting Agreement (Laureate Education, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue maintain such qualifications qualification in effect so long as required for the distributiondistribution thereof; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 4 contracts

Sources: Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Residential Mortgage REIT)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Units for sale under the laws of such jurisdictions as the Manager designates Placement Agents designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 4 contracts

Sources: Placement Agency Agreement (Chelsea Therapeutics International, Ltd.), Placement Agency Agreement (Cell Genesys Inc), Placement Agency Agreement (Polymedix Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that that, the Company will shall not be required to qualify or register as a foreign corporation or to in any jurisdiction in which it is not so qualified, file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not presently subject to taxation.

Appears in 4 contracts

Sources: Underwriting Agreement (TheRealReal, Inc.), Underwriting Agreement (CURO Group Holdings Corp.), Underwriting Agreement (CURO Group Holdings Corp.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Credit Suisse designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will shall not be required to qualify as a foreign corporation entity where it would not otherwise be required to so qualify or to file a general consent to the service of process under the laws of in any jurisdiction where it would not otherwise be required to file such jurisdiction (except service of process with respect to the offering and sale of the Shares)consent.

Appears in 3 contracts

Sources: Underwriting Agreement (Cheniere Energy Inc), Underwriting Agreement (Cheniere Energy Inc), Underwriting Agreement (Cheniere Energy Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager Placement Agent designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 3 contracts

Sources: Placement Agency Agreement (Electro Optical Sciences Inc /Ny), Placement Agency Agreement (Momenta Pharmaceuticals Inc), Placement Agency Agreement (Javelin Pharmaceuticals, Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)process.

Appears in 3 contracts

Sources: Underwriting Agreement (Rocket Fuel Inc.), Underwriting Agreement (Rocket Fuel Inc.), Underwriting Agreement (Rocket Fuel Inc.)

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives for the qualification of the Shares Offered Securities for sale under the laws of such states and other jurisdictions as the Manager designates Representatives designate and will to continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 3 contracts

Sources: Underwriting Agreement (Cobalt International Energy, Inc.), Underwriting Agreement (Cobalt International Energy, Inc.), Underwriting Agreement (Cobalt International Energy, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Manager designates and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided, however, that the Company will not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares). The Company will promptly advise the Manager of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in any such jurisdiction or the initiation or threatening of any proceeding for such purpose.

Appears in 3 contracts

Sources: Distribution Agency Agreement (Firstmerit Corp /Oh/), Distribution Agency Agreement (Firstmerit Corp /Oh/), Distribution Agency Agreement (Firstmerit Corp /Oh/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution thereof; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 3 contracts

Sources: Underwriting Agreement (MediWound Ltd.), Underwriting Agreement (MediWound Ltd.), Underwriting Agreement (MediWound Ltd.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives reasonably request and will continue such qualifications in effect so long as required for the distribution; provided, however, however that the Company will shall not be required to qualify as a foreign corporation or to do business, consent to the service of process under the laws of or become subject to taxation in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it has not already done so.

Appears in 3 contracts

Sources: Underwriting Agreement (GT Solar International, Inc.), Underwriting Agreement (GT Solar International, Inc.), Underwriting Agreement (GT Solar International, Inc.)

Blue Sky Qualifications. The Company will arrange for use commercially reasonable efforts to facilitate the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required to qualify as a foreign corporation or to consent take any action that would subject it to the general service of process under the laws of or taxation in any such jurisdiction (except service of process with respect where it is not presently qualified or subject to the offering and sale of the Shares)taxation.

Appears in 3 contracts

Sources: Underwriting Agreement (SYNERGY RESOURCES Corp), Underwriting Agreement (Synergy Resources Corp), Underwriting Agreement (Synergy Resources Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of furnish such information, execute such instruments and take such action as may be required to qualify the Shares for sale under the laws of such jurisdictions as the Manager designates Representatives may designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided, however, provided that the Company will shall not be required to qualify as a foreign corporation to do business in any jurisdiction where it is not now so qualified or to consent take any action which would subject it to the general or unlimited service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)where it is not now so subject.

Appears in 3 contracts

Sources: Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oge Energy Corp.), Underwriting Agreement (Oge Energy Corp.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will shall not be required to qualify to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not currently qualified or where it would be subject to taxation as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)business.

Appears in 3 contracts

Sources: Underwriting Agreement (Analog Devices Inc), Underwriting Agreement (Analog Devices Inc), Underwriting Agreement (Analog Devices Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates T▇▇▇▇▇ W▇▇▇▇▇ reasonably requests and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 3 contracts

Sources: Underwriting Agreement (Orion Energy Systems, Inc.), Underwriting Agreement (Orion Energy Systems, Inc.), Underwriting Agreement (Orion Energy Systems, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will shall not be required to qualify to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not currently qualified or where it would be subject to taxation as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)business.

Appears in 3 contracts

Sources: Underwriting Agreement (Analog Devices Inc), Underwriting Agreement (Analog Devices Inc), Underwriting Agreement (Analog Devices Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided, however, that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws in any jurisdiction as a result of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)qualification.

Appears in 3 contracts

Sources: Underwriting Agreement (Cross Match Technologies, Inc.), Underwriting Agreement (Cross Match Technologies, Inc.), Underwriting Agreement (Cross Match Technologies, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation where it would not otherwise be required to qualify or to execute a general consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)process.

Appears in 3 contracts

Sources: Underwriting Agreement (Revance Therapeutics, Inc.), Underwriting Agreement (Revance Therapeutics, Inc.), Underwriting Agreement (Revance Therapeutics, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representative reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities as contemplated hereby; provided, however, provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service or take any action that would subject it to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any such jurisdiction where it is not then so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representatives designates and will continue maintain such qualifications qualification in effect so long as required for the distributiondistribution thereof; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 2 contracts

Sources: Underwriting Agreement (Ellington Residential Mortgage REIT), Underwriting Agreement (Ellington Residential Mortgage REIT)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates Representative designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Mela Sciences, Inc. /Ny), Underwriting Agreement (Mela Sciences, Inc. /Ny)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Securities for sale under the laws of such jurisdictions as the Manager designates Placement Agent designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 2 contracts

Sources: Placement Agency Agreement (Sphere 3D Corp), Placement Agency Agreement (Cytosorbents Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (jurisdiction, except service of process with respect where already so qualified or subject to the offering and sale of the Shares)process.

Appears in 2 contracts

Sources: Underwriting Agreement (CAI International, Inc.), Underwriting Agreement (CAI International, Inc.)

Blue Sky Qualifications. The Company will arrange for furnish such information as may be required or otherwise cooperate in qualifying the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Ready Capital Corp), Underwriting Agreement (Ready Capital Corp)

Blue Sky Qualifications. The Company will use reasonable best efforts to arrange for the qualification of the Shares Offered Securities for sale and the determination of their eligibility for investment under the securities or blue sky laws of such U.S. jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of or subject itself to taxation in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 2 contracts

Sources: Underwriting Agreement (Fiserv Inc), Underwriting Agreement (Fiserv Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of shall qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)extent required by applicable law.

Appears in 2 contracts

Sources: Underwriting Agreement (MultiSensor AI Holdings, Inc.), Underwriting Agreement (MultiSensor AI Holdings, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (except in which they are not already required to so qualify or execute a general consent to service of process with respect to the offering and sale of the Shares)process.

Appears in 2 contracts

Sources: Underwriting Agreement (Walker & Dunlop, Inc.), Underwriting Agreement (Walker & Dunlop, Inc.)

Blue Sky Qualifications. The Company will arrange for promptly from time to time take such action as the qualification of Representatives may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Manager designates Representatives may request and will continue to comply with such qualifications laws so as to permit the sales and dealings therein in effect so such jurisdictions for as long as required for may be necessary to complete the distributiondistribution of the Shares; provided, however, provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation or corporation, to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or to the offering and sale of the Shares)subject itself to taxation in any jurisdiction.

Appears in 2 contracts

Sources: Underwriting Agreement (STATE STREET Corp), Underwriting Agreement (State Street Corp)

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the each Manager designates may reasonably designate and will continue use commercially reasonable efforts to maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 2 contracts

Sources: Distribution Agreement (Tellurian Inc. /De/), Distribution Agreement (Tellurian Inc. /De/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representative designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Two Harbors Investment Corp.), Underwriting Agreement (Two Harbors Investment Corp.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or as a dealer in securities or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service or to subject itself to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any jurisdiction in which it is not otherwise subject.

Appears in 2 contracts

Sources: Underwriting Agreement (William Lyon Homes), Underwriting Agreement (William Lyon Homes)

Blue Sky Qualifications. The Company will arrange for shall endeavor to qualify the qualification of the Shares Securities for sale under the securities laws of such jurisdictions as the Manager designates you reasonably designate and will to continue such qualifications in effect so long as required for the distribution; provideddistribution of the Securities, however, except that the Company will shall not be required in connection therewith to qualify as a foreign corporation (where not otherwise required) or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shareswhere not otherwise required).

Appears in 2 contracts

Sources: Underwriting Agreement (Leap Therapeutics, Inc.), Underwriting Agreement (Leap Therapeutics, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided. Notwithstanding the foregoing, however, that the Company will shall not be required to qualify as a foreign corporation or take any action that would subject it to consent to the general service of process under the laws of or taxation as a foreign corporation or to take any such jurisdiction (except action that would subject it to general service of process with respect or taxation in any jurisdiction where it is not presently qualified or subject to the offering and sale of the Shares)taxation.

Appears in 2 contracts

Sources: Underwriting Agreement (Select Energy Services, Inc.), Underwriting Agreement (Select Energy Services, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager Credit Suisse reasonably designates and will continue such qualifications in effect so long as required for the distribution; providedprovided that, howeverin connection therewith, that the Company will shall not be required to qualify as a foreign corporation or to take any action that would subject it to a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 2 contracts

Sources: Underwriting Agreement (Black Hills Corp /Sd/), Underwriting Agreement (Black Hills Corp /Sd/)

Blue Sky Qualifications. The Company will use commercially reasonable efforts to arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Organogenesis Holdings Inc.), Underwriting Agreement (Organogenesis Holdings Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will shall not be required to qualify to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not currently qualified or where it would be subject to taxation as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)business.

Appears in 2 contracts

Sources: Underwriting Agreement (Oceaneering International Inc), Underwriting Agreement (NVR Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative reasonably designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities as contemplated hereby; provided, however, provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service or take any action that would subject it to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any such jurisdiction where it is not then so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Xencor Inc), Underwriting Agreement (Xencor Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Credit Suisse may designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required obligated to qualify or register as a foreign corporation or as a dealer in securities or take any action that would subject it to consent to the general service of process under the laws of in any such jurisdiction (except service or subject itself to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Netsuite Inc), Underwriting Agreement (Netsuite Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Underwriter designates and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as execute a foreign corporation or to general consent to the service of process under the laws of in any such jurisdiction (jurisdiction, except service of process with respect where already qualified or subject to the offering and sale of the Shares)process.

Appears in 2 contracts

Sources: Underwriting Agreement (Navidea Biopharmaceuticals, Inc.), Underwriting Agreement (Navidea Biopharmaceuticals, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any jurisdiction where it is not currently subject to taxation.

Appears in 2 contracts

Sources: Underwriting Agreement (Rambus Inc), Underwriting Agreement (Rambus Inc)

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates Agents may designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided, however, provided that in no event shall the Company will not be required obligated to qualify as a foreign corporation to do business in any jurisdiction where it is not now so qualified or to consent take any action that would subject it to the service of process under the laws in suits, other than those arising out of any such jurisdiction (except service of process with respect to the offering and or sale of the Shares), in any jurisdiction where it is not now so subject.

Appears in 2 contracts

Sources: Atm Equity Offering Sales Agreement (Uniti Group Inc.), Atm Equity Offering Sales Agreement (Communications Sales & Leasing, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such U.S. jurisdictions as you may request and to comply with such laws so as to permit the Manager designates continuance of sales and will continue dealings therein in such qualifications in effect so jurisdictions for as long as required for may be necessary to complete the distribution; provideddistribution of the Shares, however, provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares).jurisdiction;

Appears in 2 contracts

Sources: Underwriting Agreement (Mobileye N.V.), Underwriting Agreement (Mobileye N.V.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required to qualify or register as a foreign corporation or to in any jurisdiction in which it is not so qualified, file a general consent to the service of process under the laws in any jurisdiction in which it had not otherwise filed such a consent or subject itself to taxation in respect of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Spinal Elements Holdings, Inc.), Underwriting Agreement (Spinal Elements Holdings, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Public Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will to continue such qualifications in effect so long as required for the distribution; provideddistribution of the Public Securities, however, except that the Company will shall not be required in connection therewith to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, to execute a general consent to the service of process under the laws in any state or to subject itself to taxation in respect of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise subject.

Appears in 2 contracts

Sources: Underwriting Agreement (OMS Energy Technologies Inc.), Underwriting Agreement (OMS Energy Technologies Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws in any jurisdiction in which it is not so qualified or has not otherwise filed such a consent or subject itself to taxation in respect of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Compuware Corp), Underwriting Agreement (Covisint Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will and its Subsidiaries shall not be required obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or file a foreign corporation or to general consent to the service of process under the laws of in any such jurisdiction (except service or to subject itself to taxation in excess of process with respect to the offering and sale of the Shares)a nominal amount in any jurisdiction where it is not now subject.

Appears in 2 contracts

Sources: Underwriting Agreement (Hhgregg, Inc.), Underwriting Agreement (Hhgregg, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided, however, provided that the Company will not be required to qualify as a foreign corporation corporation, where it would not otherwise be required to so qualify, or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 2 contracts

Sources: Underwriting Agreement (STR Holdings, Inc.), Underwriting Agreement (STR Holdings (New) LLC)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will shall not be required to qualify as a foreign corporation entity where it would not otherwise be required to so qualify or to file a general consent to the service of process under the laws of in any jurisdiction where it would not otherwise be required to file such jurisdiction (except service of process with respect to the offering and sale of the Shares)consent.

Appears in 2 contracts

Sources: Underwriting Agreement (Energen Corp), Underwriting Agreement (Energen Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such states and other jurisdictions as the Manager Credit Suisse designates and will continue such qualifications in effect so long as required for the distribution; providedresale of the Offered Securities by the Purchasers, however, provided that the Company will shall not be required obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Purchase Agreement (FXCM Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager Placement Agent reasonably designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Placement Agency Agreement (Columbia Laboratories Inc)

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates Placement Agent may designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided, however, provided that in no event shall the Company will not be required obligated to qualify as a foreign corporation to do business in any jurisdiction where it is not now so qualified or to consent take any action that would subject it to the service of process under the laws in suits, other than those arising out of any such jurisdiction (except service of process with respect to the offering and or sale of the Shares), in any jurisdiction where it is not now so subject.

Appears in 1 contract

Sources: Placement Agreement (Gladstone Capital Corp)

Blue Sky Qualifications. The Company will promptly arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to (i) qualify as a foreign corporation or in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to the service of process under the laws of in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it would not otherwise be subject.

Appears in 1 contract

Sources: Underwriting Agreement (HireRight Holdings Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Units for sale under the laws of such jurisdictions as the Manager Placement Agent designates and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Placement Agency Agreement (Insmed Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Esperion Therapeutics, Inc.)

Blue Sky Qualifications. The Company will arrange for endeavor to qualify the qualification of the Shares Offered Securities for sale and determine their eligibility for investment under the laws of such jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required to qualify as a foreign corporation or a dealer in securities or to consent file any consents to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 1 contract

Sources: Underwriting Agreement (Ferro Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, howeverthat , that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to consent so qualify, or subject itself to the service of process under the laws of taxation for doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 1 contract

Sources: Underwriting Agreement (XOMA Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, howeverthat, that in connection therewith, the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to consent to the service of process under the laws of taxation for doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Xenoport Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates ▇▇▇▇▇▇ ▇▇▇▇▇▇ reasonably requests and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Orion Energy Systems, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution thereof; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation corporation, in any jurisdiction where not so otherwise qualified, or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect when it has not already done so or is otherwise required to the offering and sale of the Shares)do so.

Appears in 1 contract

Sources: Underwriting Agreement (Macrocure Ltd.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager Underwriter designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Shares as contemplated hereby; provided, however, that the Company will shall not be required obligated to file any general consent or service of process or qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so otherwise subject to such consent or qualified or to the service subject itself to taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Natures Sunshine Products Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provideddistribution of the Offered Securities. Notwithstanding the foregoing, however, that the Company will shall not be required to qualify as a foreign corporation or to consent take any action that would subject it to the general service of process under the laws of or taxation in any such jurisdiction (except service of process with respect where it is not presently qualified or subject to the offering and sale of the Shares)taxation.

Appears in 1 contract

Sources: Underwriting Agreement (Earthstone Energy Inc)

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives and counsel for the Representatives for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities; provided, however, provided that the Company will shall not be required to qualify as a foreign corporation or to consent take any action that would subject it to the general service of process under the laws of in any such jurisdiction (except service of process with respect where it is not presently qualified or where it would be subject to the offering and sale of the Shares)taxation as a foreign corporation.

Appears in 1 contract

Sources: Underwriting Agreement (Emerald Oil, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Purchasers, to arrange for the qualification of the Shares Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; providedresale of the Offered Securities by the Purchasers, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)state.

Appears in 1 contract

Sources: Purchase Agreement (Newpark Resources Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates Underwriters designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Shares as contemplated hereby; provided, however, that the Company will shall not be required obligated to file any general consent or service of process or qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so otherwise subject to such consent or qualified or to the service subject itself to taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Destination Xl Group, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions states of the United States as the Manager designates Representatives reasonably request and will continue such qualifications in effect so long as required for the distribution; distribution provided, however, that the Company will shall not be required to qualify as a foreign corporation or to do business, consent to the service of process under the laws of or become subject to taxation in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it has not already done so.

Appears in 1 contract

Sources: Underwriting Agreement (Mirion Technologies, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Manager ▇.▇. ▇▇▇▇▇▇ reasonably designates and will continue such qualifications in effect so long as required for the distribution; providedprovided that, howeverin connection therewith, that the Company will shall not be required to qualify as a foreign corporation or to take any action that would subject it to a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 1 contract

Sources: Underwriting Agreement (Black Hills Corp /Sd/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representative reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities; providedprovided that in connection therewith, however, that the Company will not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, or subject itself to consent to the service of process under the laws of taxation for doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Taylor Morrison Home Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will shall not be required to qualify as a foreign corporation or to consent take any action that would subject it to the general service of process under the laws of in any such jurisdiction (except service of process with respect where it is not presently qualified or already required to the offering and sale of the Shares)be qualified or where it would be subject to taxation as a foreign corporation not otherwise required.

Appears in 1 contract

Sources: Underwriting Agreement (Orbitz Worldwide, Inc.)

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Manager designates Managers may reasonably designate and will continue use commercially reasonable efforts to maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided, provided however, that the Company will shall not be required 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 consent subject itself to the service taxation in respect of process under the laws of doing business in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)in which it is not otherwise so subject.

Appears in 1 contract

Sources: Equity Distribution Agreement (Encore Capital Group Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 1 contract

Sources: Underwriting Agreement (Realpage Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will shall not be required to qualify as a foreign corporation entity where it would not otherwise be required to so qualify or to file a general consent to the service of process under the laws of in any jurisdiction where it would not otherwise be required to file such jurisdiction (except service of process with respect to the offering and sale of the Shares)consent.

Appears in 1 contract

Sources: Underwriting Agreement (Cheniere Energy Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Manager designates Underwriters reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Corvus Pharmaceuticals, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; providedprovided that, however, that the Company will shall not be required to (i) qualify as a foreign corporation or to in any such jurisdiction in which it is not already so qualified, (ii) file any general consent to the service of process under the laws of in any such jurisdiction or (except service iii) subject itself to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any such jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Fulgent Genetics, Inc.)

Blue Sky Qualifications. The Company will arrange for use commercially reasonable efforts to facilitate the qualification of the Shares Offered Securities for sale under the laws of such jurisdictions as the Manager designates Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required to qualify as a foreign corporation or to consent take any action that would subject it to the general service of process under the laws of or taxation in any such jurisdiction (except service of process with respect where it is not presently qualified or subject to the offering and sale of the Shares)taxation.

Appears in 1 contract

Sources: Underwriting Agreement (SRC Energy Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Securities for sale under the laws of such jurisdictions as the Manager designates Placement Agents designate and will continue such qualifications in effect so long as required for the distribution; provided, however, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any such jurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Placement Agency Agreement (Biodel Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under the laws of such U.S. jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided, however, except that the Company will shall not be required to qualify as a foreign corporation to do business or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 1 contract

Sources: Underwriting Agreement (Union Agriculture Group Corp.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities and the Issuable Common Stock for sale under the laws of such jurisdictions as the Manager designates Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided, however, except that in no event shall the Company will not be required obligated in connection therewith to qualify as a foreign corporation or as a dealer in securities or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service or to subject itself to taxation in respect of process with respect to the offering and sale of the Shares)doing business in any jurisdiction in which it is not otherwise subject.

Appears in 1 contract

Sources: Underwriting Agreement (William Lyon Homes)

Blue Sky Qualifications. The Company will arrange for the qualification of shall endeavor to qualify the Shares for sale under the securities laws of such jurisdictions as the Manager designates you reasonably designate and will to continue such qualifications in effect so long as required for the distribution; provideddistribution of the Shares, however, except that the Company will shall not be required in connection therewith to qualify as a foreign corporation (where not otherwise required) or to execute a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shareswhere not otherwise required).

Appears in 1 contract

Sources: Underwriting Agreement (Catalyst Biosciences, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Manager designates Representative reasonably designate and will continue such qualifications or exemptions in effect so long as required for the distribution; provided, however, distribution provided that the Company will not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect or take any action that would subject it to the offering and sale of the Shares)taxation in any jurisdiction where it is not then so subject.

Appears in 1 contract

Sources: Underwriting Agreement (Vital Therapies Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Shares Securities for sale under the laws of such jurisdictions as the Manager designates Representative designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 1 contract

Sources: Underwriting Agreement (NovaBay Pharmaceuticals, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Shares for sale under the laws of such jurisdictions as the Manager Representative designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will shall not be required obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to the service of process under the laws of in any such jurisdiction (except service of process with respect to the offering and sale of the Shares)jurisdiction.

Appears in 1 contract

Sources: Underwriting Agreement (U.S. Gold Corp.)

Blue Sky Qualifications. The Company will arrange for the qualification of shall qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager designates and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company will not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares).extent required by applicable law. ​

Appears in 1 contract

Sources: Underwriting Agreement (MultiSensor AI Holdings, Inc.)