Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will use all reasonable efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives may reasonably request and to maintain such qualifications in effect for a period of one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Sale.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Underwritten Securities and any related Underlying Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Xxxxxxx Xxxxx may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesapplicable Terms Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities or any related Underlying Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Salesuch Terms Agreement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the U.S. Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Lead Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign company or corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

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

Blue Sky Qualifications. The Operating Partnership and the Company will use all their respective reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the SecuritiesStatement; provided, however, that neither the Operating Partnership nor the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Operating Partnership and the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of SaleStatement.

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

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Xxxxxxx Xxxxx may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification of the Securities in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale orany Rule 462(b) Registration Statement; PROVIDED, if less, such other period as may be necessary to complete the distribution of the Securities; provided, howeverHOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all its commercially reasonable efforts, in cooperation with the UnderwritersInternational Managers, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company Offerors will use all reasonable their best efforts, in cooperation with the Underwriters, to qualify the Preferred Securities and the Subordinated Debt Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that each of the Company Offerors shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company Offerors will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Sale.any Rule 462(b)

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement or the Time of Sale or, if less, such other period as may be necessary to complete the distribution date of the Securitiesapplicable Terms Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement or the Time date of Salethe applicable Terms Agreement.

Blue Sky Qualifications. The Company and the Trust will each use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Preferred Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives Underwriters may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that neither the Company nor the Trust shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Preferred Securities have been so qualified, the Company and the Trust will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

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

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

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the UnderwritersInternational Managers, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale orany Rule 462(b) Registration Statement; PROVIDED, if less, such other period as may be necessary to complete the distribution of the Securities; provided, howeverHOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all its commercially reasonable efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not not, as a consequence thereof, be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all its reasonable best efforts, in cooperation with the Underwriters and counsel for the Underwriters, to qualify or register the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be long as necessary to complete the distribution of the Securities, up to one year from the date of this Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not already so subject or so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from so long as required for the effective date sale of the Registration Statement and the Time of SaleSecurities.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives both Xxxxxxx Xxxxx and X.X. Xxxxxx may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that neither the Company nor any of the Selling Shareholders shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Xxxxxxx Sachs and Xxxxxxx Xxxxx may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification of the Securities in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, ----------------------- in cooperation with the U.S. Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the UnderwritersPlacement Agent, if required, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Placement Agent may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all its reasonable best efforts, in cooperation with the UnderwritersUnderwriter, to qualify the Underwritten Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Underwriter may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale orhereof and, if lessin any event, such other period for so long as may be necessary to complete required for the distribution of the Underwritten Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date hereof and, in any event, for so long as required for the distribution of the Registration Statement and the Time of SaleUnderwritten Securities.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Underwritten Securities and any related Underlying Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Xxxxxxx Xxxxx may reasonably request designate and to will maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesapplicable Terms Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities or any related Underlying Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Salesuch Terms Agreement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities ADSs and the Common Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinators may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Global Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the UnderwritersUnderwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions of the United States as the Representatives Underwriter may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the ML&Co. Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany ML&Co. Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the ML&Co. Registration Statement and the Time of Saleany ML&Co. Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Underwritten Securities for offering and sale under the applicable securities laws of such states as Merrxxx Xxxcx xxx designate, and other jurisdictions (domestic or foreign jurisdictions foreign) as may be agreed upon in the Representatives may reasonably request applicable Terms Agreement, and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesapplicable Terms Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Salesuch Terms Agreement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, -------- ------- that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of SaleProspectus.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate with the approval of the Company and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Operating Partnership and the Company will use all their respective reasonable best efforts, in cooperation with the UnderwritersUnderwriter, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Underwriter may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the SecuritiesStatement; provided, however, that neither the Operating Partnership nor the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Operating Partnership and the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of SaleStatement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Underwriters may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be -------- ------- obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under 18 the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Xxxxxxx Xxxxx may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification of the Securities in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale orany Rule 462(b) Registration Statement; PROVIDED, if less, such other period as may be necessary to complete the distribution of the Securities; provided, howeverHOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify (or obtain an exemption from qualification of) the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in ----------------------- cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be -------- ------- obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities and the shares of Common Stock issuable upon conversion of the Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Sale.any Rule 462(b)

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Representative may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale orany Rule 462(b) Registration Statement; PROVIDED, if less, such other period as may be necessary to complete the distribution of the Securities; provided, howeverHOWEVER, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the UnderwritersJapanese Managers, to qualify the Japanese Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The To the extent required, the Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Xxxxx Xxxxxxxx may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best ----------------------- efforts, in cooperation with the UnderwritersInternational Managers, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, ----------------------- in cooperation with the U.S. Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Xxxxxxx Xxxxx may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Representative(s) and counsel to the Underwriters, to qualify the Underwritten Securities for offering and sale under the applicable state securities or blue sky laws of as the Representative(s) may reasonably designate and in such states and other domestic or foreign jurisdictions as the Company and the Representatives may reasonably request mutually agree and to maintain such qualifications in effect for a period of one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period so long as may be necessary to complete the required for distribution of the Underwritten Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from so long as required for the effective date distribution of the Registration Statement and the Time of SaleUnderwritten Securities.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the U.S. Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification of the Securities in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the U.S. Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Global Coordinator may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation or other governmental fees and charges in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Underwritten Securities and any related Underlying Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request Merrxxx Xxxcx xxx designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesapplicable Terms Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities or any related Underlying Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Salesuch Terms Agreement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, any Rule 462(b) Registration Statement subject to any limitations set forth in such other period as may be necessary to complete the distribution of the Securitieslaws; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement subject to any limitations set forth in such laws.

Blue Sky Qualifications. The Company will use all reasonable efforts, in cooperation with the Underwriters, to qualify the Underwritten Securities and any related Underlying Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives Mxxxxxx Lxxxx may reasonably request and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesapplicable Terms Agreement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities or any related Underlying Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Salesuch Terms Agreement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities and the Reserved Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities or the Reserved Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Saleany Rule 462(b) Registration Statement.

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign jurisdictions foreign) as the Representatives may Merrxxx Xxxcx xxx reasonably request designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securitiesany Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Sale.effect

Blue Sky Qualifications. The Company will use all reasonable its best efforts, in cooperation with the UnderwritersInitial Purchasers, to qualify the Securities and the shares of Common Stock issuable upon conversion of the Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives Initial Purchasers may reasonably request designate and to maintain such qualifications in effect for a period of one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period so long as may be necessary required to complete the distribution of the SecuritiesSecurities or as otherwise required by law; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from so long as may be required to complete the effective date distribution of the Registration Statement and the Time of SaleSecurities or as otherwise required by law.