Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 5 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

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Blue Sky Qualifications. The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter designate designates and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 5 contracts

Samples: Underwriting Agreement (CVD Equipment Corp), AspenBio Pharma, Inc., Pico Holdings Inc /New

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distribution; distribution of the Offered Securities as contemplated hereby, provided however that the Company shall not be required to (i) 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 where in which it would is not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction qualified or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 5 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Underwriter Representatives reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution; , provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 5 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives reasonably designate (collectively, “Blue Sky Laws”) and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities as contemplated hereby; provided provided, however that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required to already subject or so qualify, (ii) file any general consent to service of process in any such jurisdiction qualified or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Smart & Final Stores, Inc.), Underwriting Agreement (Smart & Final Stores, Inc.), Underwriting Agreement (Smart & Final Stores, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any a general consent to service of process in any such jurisdiction or (iii) to take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 4 contracts

Samples: 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 Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that provided, however, that, the Company shall not be required to (i) qualify or register as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualifyqualified, (ii) file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise so subjectpresently subject to taxation.

Appears in 4 contracts

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

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Securities Shares for sale under the laws of such jurisdictions as the Underwriter Manager 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 shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 4 contracts

Samples: Distribution Agency Agreement (Tellurian Inc. /De/), Distribution Agency Agreement (Tellurian Inc. /De/), Distribution Agency Agreement (Tellurian Inc. /De/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate 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; provided that that, in connection therewith, the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction, to qualify in any jurisdiction as a broker-dealer or (iii) to subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 4 contracts

Samples: Underwriting Agreement (Laureate Education, Inc.), Underwriting Agreement (Wengen Alberta, LP), Underwriting Agreement (Laureate Education, Inc.)

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such states and other jurisdictions as the Underwriter Representatives designate and will to continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 4 contracts

Samples: 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 Securities Shares for sale under the laws of such jurisdictions as the Underwriter Placement Agents designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 4 contracts

Samples: Placement Agency Agreement (Chelsea Therapeutics International, Ltd.), Placement Agency Agreement (Javelin Pharmaceuticals, Inc), Agency Agreement (Chelsea Therapeutics International, Ltd.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such state or jurisdiction or (iii) to subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 4 contracts

Samples: 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 Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Representative designates and will continue maintain such qualifications qualification in effect so long as required for the distributiondistribution thereof; provided except that in no event shall the Company shall not be required obligated in connection therewith to (i) qualify as a foreign corporation or other entity or as to execute a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 4 contracts

Samples: Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Financial LLC)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities Shares for sale under the laws of such jurisdictions as the Underwriter designate Placement Agent designates and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 3 contracts

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

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives for the qualification of the Offered Securities for sale under the laws of such states and other jurisdictions as the Underwriter Representatives designate and will to continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 3 contracts

Samples: 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 Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided , except that in no event shall the Company shall not be required obligated in connection therewith to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any qualify or to execute a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectprocess.

Appears in 3 contracts

Samples: 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 Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualifyjurisdiction, (ii) file any general consent to service of process in any such jurisdiction jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Mistras Group, Inc.), Underwriting Agreement (Mistras Group, Inc.), Underwriting Agreement (Mistras Group, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities as contemplated hereby; provided provided, however, that the Company shall not be required obligated to (i) file any general consent or service of process or qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction in which it is not so otherwise subject to such jurisdiction where it would not otherwise be required consent or qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.), Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.), Underwriting Agreement (Sportsman's Warehouse Holdings, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Underwriter Representatives reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution; , provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any jurisdiction in which it is not so qualified or has not otherwise filed such jurisdiction a consent or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (MyoKardia Inc), Underwriting Agreement (Satsuma Pharmaceuticals, Inc.), Underwriting Agreement (MyoKardia Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Txxxxx Wxxxxx reasonably requests and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Orion Energy Systems, Inc.), Stock Underwriting Agreement (Orion Energy Systems, Inc.), Underwriting Agreement (Orion Energy Systems, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that that, the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to already so qualifyqualified, or (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Ooma Inc), Underwriting Agreement (Ooma Inc), Underwriting Agreement (Arcadia Biosciences, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters as contemplated hereby; provided provided, however, that the Company shall not be required obligated to (i) file any general consent or service or process or to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction qualified or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Roundy's Parent Company, Inc.), Underwriting Agreement (Roundy's Parent Company, Inc.), Underwriting Agreement (Roundy's, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) file any general consent to the service of process in any jurisdiction in which it is not otherwise so subject or to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Sunoco Inc), Underwriting Agreement (SunCoke Energy, Inc.), Underwriting Agreement (SunCoke Energy, Inc.)

Blue Sky Qualifications. The Company will arrange for use commercially reasonable efforts to facilitate the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Representative designates and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or other entity to take any action that would subject it to general service of process or as a dealer in securities taxation in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectpresently qualified or subject to taxation.

Appears in 3 contracts

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

Blue Sky Qualifications. The Company will arrange cooperate with the Underwriters and counsel for the qualification of Underwriters to qualify or register the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided provided, however, that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) or to file any a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if where it is not otherwise so subjectalready subject to such service.

Appears in 2 contracts

Samples: Underwriting Agreement (NeuroSigma, Inc.), Underwriting Agreement (NeuroSigma, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Netsuite Inc), Underwriting Agreement (Netsuite 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 Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required to (i) qualify or register as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualifyqualified, (ii) file any a general consent to service of process in any jurisdiction in which it had not otherwise filed such jurisdiction a consent or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange cooperate with the Underwriters and counsel for the qualification of Underwriters to qualify the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Xxxxx Fargo designates and will continue such qualifications in effect so long as required for the distribution; provided that . Notwithstanding the foregoing, the Company shall not be required to (i) qualify as a foreign corporation or other entity to take any action that would subject it to general service of process or as a dealer in securities taxation in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectpresently qualified or subject to taxation.

Appears in 2 contracts

Samples: Underwriting Agreement (Crescent Energy Co), Underwriting Agreement (Crescent Energy Co)

Blue Sky Qualifications. The Company will promptly arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Representative may reasonably request and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would not otherwise be required to so qualify, (ii) file any a general consent to service of process in any such jurisdiction jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if in which it is would not otherwise so be subject.

Appears in 2 contracts

Samples: Underwriting Agreement (SOC Telemed, Inc.), Underwriting Agreement (SOC Telemed, Inc.)

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

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Securities Shares for sale under the laws of such jurisdictions as the Underwriter each Manager 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 shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Distribution Agency Agreement (Tellurian Inc. /De/), Distribution Agency Agreement (Tellurian Inc. /De/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representative designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Credit Suisse reasonably designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction qualified or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Deltek, Inc), Underwriting Agreement (Deltek, Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of shall endeavor to qualify the Securities for sale under the securities laws of such jurisdictions as the Underwriter you reasonably designate and will to continue such qualifications in effect so long as required for the distribution; provided distribution of the Securities, except that that nothing contained herein shall require the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities to do business in any such jurisdiction where it would not otherwise be required jurisdiction, to so qualify, (ii) file any execute a general consent to service of process in any such jurisdiction jurisdiction, or (iii) to subject itself to taxation in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (PLBY Group, Inc.), Underwriting Agreement (PLBY Group, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representative may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities as contemplated hereby; provided that in connection therewith, the Company shall will not be required to (i) file a 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 where in which it would is not otherwise be required to so qualifyqualified, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Dice Holdings, Inc.), Underwriting Agreement (Dice Holdings, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction corporation, where it would not otherwise be required to so qualify, (ii) or to file any a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Underwriters, to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; , provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if in which it is not otherwise so qualified or subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Spectrum Brands Holdings, Inc.), Underwriting Agreement (Spectrum Brands Holdings, Inc.)

Blue Sky Qualifications. The Company will use commercially reasonable efforts to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.), Underwriting Agreement (Builders FirstSource, Inc.)

Blue Sky Qualifications. The Company will use reasonable best efforts to arrange for the qualification of the 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 Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter Placement Agent designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Representative designates and will continue such qualifications in effect so long as required for the distribution; provided except that in no event shall the Company shall not be required obligated in connection therewith to (i) qualify as a foreign corporation or other entity or as to execute a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction in which they are not already required to so qualify or (iii) subject itself execute a general consent to taxation in any such jurisdiction if it is not otherwise so subjectservice of process.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for use its best efforts, in cooperation with the qualification of Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriter Representatives may designate and will continue to maintain such qualifications in effect so long as required for a period of not less than one year from the distributionlater of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided provided, however, that the Company shall not be required obligated to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.qualify as a foreign

Appears in 2 contracts

Samples: Purchase Agreement (Telocity Inc), Purchase Agreement (JLK Direct Distribution Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution; , provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any jurisdiction in which it is not so qualified or has not otherwise filed such jurisdiction a consent or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities as contemplated hereby; provided that in connection therewith, the Company shall will not be required to (i) file a 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 where in which it would is not otherwise be required to so qualifyqualified, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Employment Agreement (QCP GP Investors II LLC), Underwriting Agreement (Dice Holdings, Inc.)

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

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Securities Shares for sale under the laws of such jurisdictions as the Underwriter Agents may designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Shares; provided that in no event shall the Company shall not be required obligated to (i) qualify as a foreign corporation or other entity or as a dealer in securities to do business in any such jurisdiction where it is not now so qualified or to take any action that would not otherwise be required to so qualify, (ii) file any general consent subject it to service of process in any such jurisdiction suits, other than those arising out of the offering or (iii) subject itself to taxation sale of the Shares, in any such jurisdiction if where it is not otherwise now so subject.

Appears in 2 contracts

Samples: Equity Offeringsm Sales Agreement (Uniti Group Inc.), Equity Offeringsm Sales Agreement (Communications Sales & Leasing, Inc.)

Blue Sky Qualifications. The Company will arrange for use its best efforts, in cooperation with the qualification of Underwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriter designate and will continue such qualifications in effect so long as required for the distributionmay designate; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Purchase Agreement (DiamondRock Hospitality Co), Purchase Agreement (DiamondRock Hospitality Co)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter Underwriters designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

Blue Sky Qualifications. The Company will cooperate with Representatives to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters as contemplated hereby; provided provided, however, that the Company shall not be required obligated to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process or to qualify as a foreign corporation in any such jurisdiction in which it is not so qualified or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Diplomat Pharmacy, Inc.), Underwriting Agreement (Diplomat Pharmacy, Inc.)

Blue Sky Qualifications. The Company will arrange cooperate with the Underwriters and counsel for the qualification of Underwriters to qualify the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Credit Suisse designates and will continue such qualifications in effect so long as required for the distribution; provided that . Notwithstanding the foregoing, the Company shall not be required to (i) qualify as a foreign corporation or other entity to take any action that would subject it to general service of process or as a dealer in securities taxation in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectpresently qualified or subject to taxation.

Appears in 2 contracts

Samples: Underwriting Agreement (Crescent Energy Co), Underwriting Agreement (Crescent Energy Co)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company and its Subsidiaries shall not be required obligated to (i) qualify as a foreign corporation or other entity or as a dealer in securities corporations in any such jurisdiction where it would in which they are not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) to subject itself to taxation in excess of a nominal amount in any such jurisdiction if where it is not otherwise so now subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate designates and will continue such qualifications in effect so long as required for the distribution; provided , except that in no event shall the Company shall not be required obligated in connection therewith to (i) qualify as execute a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction jurisdiction, except where already qualified or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectprocess.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for use its reasonable efforts, in cooperation with the qualification of Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Underwriter designate and will continue such qualifications in effect so long as required for the distributionRepresentatives may designate; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 2 contracts

Samples: Purchase Agreement (Phoenix Companies Inc/De), Purchase Agreement (Hilb Rogal & Hamilton Co /Va/)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate 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 that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in respect of doing business in any such jurisdiction if where it is not otherwise then so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that . Notwithstanding the foregoing, the Company shall not be required to (i) qualify as a foreign corporation or other entity take any action that would subject it to general service of process or taxation as a dealer in securities foreign corporation or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectpresently qualified or subject to taxation.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter 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 that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in respect of doing business in any such jurisdiction if where it is not otherwise then so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will use reasonable best efforts to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided distribution and the Registration Statement remains in effect, except that in no event shall the Company shall not be required to (i) qualify to do business as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise not, but for the requirements of this paragraph (f), be required to be so qualifyqualified, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjector to consent to general service of process in any such jurisdiction.

Appears in 1 contract

Samples: Underwriting Agreement (Mosaic Co)

Blue Sky Qualifications. The Company will arrange arrange, if necessary, for the qualification of the Securities Shares for sale under the laws of such jurisdictions as the Underwriter 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 however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Equity Distribution Agreement (Encore Capital Group Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; , provided that the Company shall not be required to (i) qualify as a foreign corporation entity where it would not otherwise be required to so qualify or other entity or as to file a dealer in securities general consent to service of process in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectconsent.

Appears in 1 contract

Samples: Underwriting Agreement (Cheniere Energy Inc)

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Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided provided, that in connection therewith, the Company shall will not be required to (i) file a 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 where in which it would not otherwise be required to so file or qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Bonanza Creek Energy, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Representative designates and will continue such qualifications in effect so long as required for the distribution; provided provided, that , in connection therewith, the Company shall will not be required to (i) file a 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 where in which it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: XOMA Corp

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter designate Representative designates and will continue such qualifications in effect so long as required for the distribution; provided that provided, that, in connection therewith, the Company shall will not be required to (i) file a 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 where in which it would is not otherwise be required to so qualifyqualified, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Xenoport Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Xxxxxx Xxxxxx reasonably requests and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

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

Blue Sky Qualifications. The Company will promptly arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; , provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would not otherwise be required to so qualify, (ii) file any a general consent to service of process in any such jurisdiction jurisdiction, or (iii) subject itself to taxation in any such jurisdiction if in which it is would not otherwise so be subject.

Appears in 1 contract

Samples: Underwriting Agreement (HireRight Holdings Corp)

Blue Sky Qualifications. The Company will arrange shall cooperate with the Underwriters and counsel for the qualification of Underwriters to qualify or register the Securities for sale under (or obtain exemptions from the application of) the securities laws of such jurisdictions as the Underwriter you reasonably designate and will to continue such qualifications in effect so long as required for the distribution; provided distribution of the Securities, except that the Company shall not be required in connection therewith to (i) qualify as a foreign corporation or other entity or as to execute a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectstate.

Appears in 1 contract

Samples: Underwriting Agreement (Lantronix Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided provided, that , in connection therewith, the Company shall will not be required to (i) file a 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 where in which it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (XOMA Corp)

Blue Sky Qualifications. The Company will cooperate with the Representatives to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may reasonably designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities by the Underwriters; provided provided, however, that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) or to file any a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 1 contract

Samples: Underwriting Agreement (Health Insurance Innovations, Inc.)

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter Representatives designate and will to continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Kosmos Energy Ltd.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities Offered Shares for sale under the laws of such jurisdictions as the Underwriter designate Representative designates and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 1 contract

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate 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; provided that that, in connection therewith, the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction, to qualify in any jurisdiction as a broker-dealer or (iii) to subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Laureate Education, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Underwriter Representatives reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution; , provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 1 contract

Samples: Underwriting Agreement (BIND Therapeutics, Inc)

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

Appears in 1 contract

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that provided, that, in connection therewith, the Company shall will not be required to (i) file a 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 where in which it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation for doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (XOMA Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Representative reasonably designates and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if in which it is not otherwise so subjectsubject to taxation on the date hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Diamond Resorts International, Inc.)

Blue Sky Qualifications. The Company will arrange for shall use commercially reasonable efforts to qualify the qualification of the Securities Shares for sale under the securities laws of such jurisdictions as the Underwriter Underwriters reasonably designate and will to continue such qualifications in effect so long as required for the distribution; provided distribution of the Shares, except that the Company shall not be required in connection therewith to (i) qualify as a foreign corporation or other entity or as to execute a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectstate.

Appears in 1 contract

Samples: Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided that that, in connection therewith, the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to take any action that would subject it to a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 1 contract

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

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Underwriter Representative reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution; , provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Achaogen, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives shall reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Mariner Energy Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as the Underwriter Representative reasonably designate and will continue such qualifications or exemptions in effect so long as required for the distribution; distribution provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Vital Therapies Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter Representative designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 1 contract

Samples: Underwriting Agreement (NovaBay Pharmaceuticals, Inc.)

Blue Sky Qualifications. The Company will arrange for use its reasonable best efforts, in cooperation with the qualification of Underwriters, to qualify the Debt Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Underwriter Underwriters may designate and will continue to maintain such qualifications in effect so for as long as required for may be necessary to complete the distributiondistribution of the Debt Securities; provided provided, however, that the Company shall not be required obligated to (i) 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 where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if which it is not otherwise so subjectqualified.

Appears in 1 contract

Samples: Underwriting Agreement (WPS Resources Corp)

Blue Sky Qualifications. The Company will arrange cooperate with the Representatives for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will to continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Kosmos Energy Ltd.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities Shares for sale under the laws of such jurisdictions as the Underwriter designate Placement Agent reasonably designates and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 1 contract

Samples: Placement Agency Agreement (Columbia Laboratories Inc)

Blue Sky Qualifications. The Company will arrange for use its commercially reasonable efforts, in cooperation with the qualification of Underwriter, to qualify the Offered Securities for sale under the applicable securities laws of such jurisdictions in the United States and Canada as the Underwriter designate reasonably designates and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) to subject itself to taxation in any such jurisdiction if in which it is was not otherwise so subjectsubject to taxation.

Appears in 1 contract

Samples: Underwriting Agreement (Corcept Therapeutics Inc)

Blue Sky Qualifications. The Company will arrange for use its reasonable efforts, in cooperation with the qualification of Underwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Underwriter may designate and will continue to maintain such qualifications in effect so long as required for the distributionqualifications; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Advanced Micro Devices Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter designate Representatives shall reasonably request and will to continue such qualifications qualifications, if any, in effect so long as required for the distributionunderwriting of the Securities by the Underwriters; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such a jurisdiction if in which it is not otherwise so subject.;

Appears in 1 contract

Samples: Underwriting Agreement (AbbVie Inc.)

Blue Sky Qualifications. The Company will arrange for endeavor to qualify the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required or to so qualify, (ii) file any general consent consents to service of process in under the laws of any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subjectjurisdiction.

Appears in 1 contract

Samples: Underwriting Agreement (Ferro Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter Underwriters designate and will continue such qualifications in effect so long as required for the distribution; provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Oragenics Inc)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities Shares for sale under the laws of such jurisdictions as the Underwriter Manager designate and will continue such qualifications in effect so long as required for the distribution; provided provided, however, that the Company shall not be required obligated to (i) 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 where in which it would is not otherwise be required so qualified or to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Management Agreement (Invesco Mortgage Capital Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter designate Placement Agent designates and will continue such qualifications in effect so long as required for the distribution; provided that . Notwithstanding the foregoing, the Company shall will not be required obligated to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Appears in 1 contract

Samples: Velo3D, Inc.

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution; , provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any jurisdiction in which it is not so qualified or has not otherwise filed such jurisdiction a consent or (iii) subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Capital Bank Financial Corp.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided that provided, that, in connection therewith, neither the Company nor any of its subsidiaries shall not be required to (i) qualify as a foreign corporation or other entity or as to file a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) to subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Venoco, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter 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 that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities (where not otherwise required) in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in respect of doing business in any such jurisdiction if where it is not otherwise then so subject.

Appears in 1 contract

Samples: Underwriting Agreement (AbCellera Biologics Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Underwriter designate designates and will continue such qualifications in effect so long as required for the distribution; provided that in no event shall the Company shall be obligated to qualify to do business in any jurisdiction where it is not be required now so qualified, to (i) register or qualify as a foreign corporation or other entity or as a dealer in securities in or to take any such jurisdiction where action that would subject it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction jurisdiction, other than those arising out of the offering or (iii) subject itself to taxation sale of the Securities, in any such jurisdiction if where it is not otherwise now so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Magnum Hunter Resources Corp)

Blue Sky Qualifications. The Company will shall arrange for to qualify the qualification of the Offered Securities for sale under the applicable securities laws of such states and other jurisdictions as the Underwriter Representatives designate and will shall continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities; provided provided, however, that the Company shall not be required obligated to (i) qualify or register as a foreign corporation or other entity or as a dealer in securities in or to take any such jurisdiction where action that would subject it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) to subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Bristow Group Inc)

Blue Sky Qualifications. The Company will arrange for furnish such information, execute such instruments and take such action as may be required to qualify the qualification of the Debt Securities for sale under the laws of such jurisdictions as the Underwriter Representatives may designate and will continue maintain such qualifications in effect so long as required for the distributiondistribution of the Debt Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities to do business in any such jurisdiction where it is not now so qualified or to take any action which would not otherwise be required subject it to so qualify, (ii) file any general consent to or unlimited service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if where it is not otherwise now so subject.

Appears in 1 contract

Samples: Purchase Agreement (Oge Energy Corp)

Blue Sky Qualifications. The Company will arrange for the qualification of the Securities Shares for sale under (or obtain exemption from the application of) the laws of such jurisdictions as the Underwriter Underwriters reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution; , provided that the Company shall will not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where in which it would is not otherwise be required to so qualify, (ii) qualified or file any a general consent to service of process in any such jurisdiction or (iii) take any action that would subject itself it to taxation in any such jurisdiction if where it is not otherwise then so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Corvus Pharmaceuticals, Inc.)

Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Underwriter Representatives designate and will continue such qualifications in effect so long as required for the distributiondistribution of the Offered Securities; provided provided, however, that the Company shall not be required obligated to (i) qualify or register as a foreign corporation or other entity or as a dealer in securities in or to take any such jurisdiction where action that would subject it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) to subject itself to taxation in respect of doing business in any such jurisdiction if in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Bristow Group Inc)

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