Common use of Blue Sky Qualifications Clause in Contracts

Blue Sky Qualifications. The Company will use 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) as the Representative may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Underwriting Agreement (Magnolia Oil & Gas Corp), Underwriting Agreement (Magnolia Oil & Gas Corp), Underwriting Agreement (Magnolia Oil & Gas Corp)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.)

Blue Sky Qualifications. The Company will use its 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) as the Representative Underwriter may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Underwriting Agreement (Noranda Aluminum Holding CORP), Underwriting Agreement (Noranda Aluminum Holding CORP), Underwriting Agreement (Noranda Aluminum Holding CORP)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, shall take or cause to be taken all necessary action to qualify the Shares and the Underwriters’ Securities for offering and sale under the applicable securities laws of such states and other domestic United States or foreign jurisdictions (domestic or foreign) as the Representative may Underwriters reasonably designate and to maintain continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of Shares and the Base Registration Statement and any Rule 462(b) Registration Statement; providedUnderwriters’ Securities, however, except that the Company shall not be obligated required in connection therewith to file any general consent to service of process or to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified qualified, (ii) execute a general consent to service of process in any jurisdiction or to (iii) subject itself to taxation in respect of doing business in any jurisdiction in which if it is not otherwise so subject.

Appears in 3 contracts

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

Blue Sky Qualifications. The Company will use its best 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) as the Representative may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 3 contracts

Samples: Purchase Agreement (Coinmach Service Corp), Purchase Agreement (Coinmach Service Corp), Purchase Agreement (Appliance Warehouse of America Inc)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.), Underwriting Agreement (Evoqua Water Technologies Corp.)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best effortsefforts to arrange, in cooperation with if necessary, for the Underwriters, to qualify qualification of the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; 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.

Appears in 3 contracts

Samples: Purchase Agreement (Wintrust Financial Corp), Underwriting Agreement (Wintrust Financial Corp), Underwriting Agreement (Wintrust Financial Corp)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with commercially reasonable efforts to arrange for the Underwriters, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate reasonably designates and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of Offered Securities by the Base Registration Statement and any Rule 462(b) Registration StatementUnderwriters; provided, however, that the Company shall will not be obligated required to file arrange for the qualification of the Offered Securities for sale under the laws of any general consent to service of process or jurisdiction if such qualification would require the Company to qualify as a foreign corporation or as to file a dealer in securities general consent to service of process in any such jurisdiction in which it is not so qualified or to subject itself the Company to taxation in respect of for doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 2 contracts

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

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the UnderwritersUnderwriter, to qualify the Securities and the shares of underlying Common Stock for offering and sale under the applicable securities laws of such states and other domestic, or if applicable, foreign, jurisdictions (domestic or foreign) as the Representative Underwriter may designate 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 Base Registration Statement and any Rule 462(b) Registration Statementhereof; 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.

Appears in 2 contracts

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Biomarin Pharmaceutical Inc)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with arrange for the Underwriters, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives reasonably designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementOffered Securities; provided, however, provided that the Company shall not be obligated 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Intercorp Financial Services Inc.), Underwriting Agreement (Intercorp Financial Services Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Adc Telecommunications Inc), Underwriting Agreement (Adc Telecommunications Inc)

Blue Sky Qualifications. The Company and the Guarantors will use its best efforts, in cooperation cooperate with the Underwriters, Representatives with respect to qualify the qualification of the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; providedprovided that in connection therewith, however, that neither the Company nor any Guarantor shall be required to (i) qualify as a foreign entity in any jurisdiction in which it would not otherwise be obligated required to so qualify, (ii) file any a general consent to service of process in any such jurisdiction or (iii) subject itself to qualify as a foreign corporation or as a dealer in securities taxation 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 would not otherwise so be subject.

Appears in 2 contracts

Samples: Underwriting Agreement (B&G Foods, Inc.), Underwriting Agreement (B&G Foods, Inc.)

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

Appears in 2 contracts

Samples: Sales Agency Agreement (Jumia Technologies AG), Jumia Technologies AG

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with arrange for the Underwriters, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives reasonably designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statement; providedOffered Securities, however, provided that the Company shall not be obligated 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 2 contracts

Samples: Underwriting Agreement (Grana & Montero S.A.A.), Underwriting Agreement

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

Appears in 2 contracts

Samples: Management Agreement (Starwood Property Trust, Inc.), August (Starwood Property Trust, Inc.)

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

Appears in 1 contract

Samples: s2.q4cdn.com

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with arrange for the Underwriters, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate designates and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementOffered Securities; provided, however, provided that the Company shall not be obligated 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subjectsubject .

Appears in 1 contract

Samples: Underwriting Agreement (Triple-S Management Corp)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities and the shares of Underlying Common Stock for offering and sale under the applicable securities laws of such states and other domestic, or if applicable, foreign, jurisdictions (domestic or foreign) as the Representative Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statementhereof; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Biomarin Pharmaceutical Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Southern Union Co)

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

Appears in 1 contract

Samples: Underwriting Agreement (Sotherly Hotels Inc.)

Blue Sky Qualifications. The Company will use its best commercially reasonable efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states as the Representatives may designate and other jurisdictions (domestic or foreign) as the Representative Company and Representatives may designate 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 Base Registration Statement and any Rule 462(b) Registration Statementhereof; 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.

Appears in 1 contract

Samples: Purchase Agreement (Centene Corp)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with arrange for the Underwriters, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementOffered Securities; provided, however, provided that the Company shall not be obligated required to (i) qualify as a foreign corporation or other foreign 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 or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business (other than de minimis amounts) in any such jurisdiction in which if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting and Placement Agreement (Banco Santander (Brasil) S.A.)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with arrange for the Underwriters, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementOffered Securities; provided, however, provided that the Company shall not be obligated 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subjectsubject .

Appears in 1 contract

Samples: Underwriting Agreement (Triple-S Management Corp)

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

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (REGENXBIO Inc.)

Blue Sky Qualifications. The Company will use its reasonable best effortsefforts to arrange, in cooperation with if necessary, for the Underwriters, to qualify qualification of the Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementShares; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Wintrust Financial Corp)

Blue Sky Qualifications. The Company will use its best 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) as the Representative may designate and to maintain such qualifications in effect so long as required for distribution of the Securities, but in no event for a period in excess of not less than one year six months from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statementthis 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.

Appears in 1 contract

Samples: Vertex Pharmaceuticals Incorporated (Vertex Pharmaceuticals Inc / Ma)

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

Appears in 1 contract

Samples: Letter Agreement (Tfi Tab Gida Yatirimlari A.S.)

Blue Sky Qualifications. The Company and the Guarantors will use its best reasonable efforts, in cooperation with the UnderwritersInitial Purchasers, to qualify arrange for the qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate designates and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later resale of the effective date of Offered Securities by the Base Registration Statement and any Rule 462(b) Registration StatementInitial Purchasers; provided, however, provided that the Company shall will not be obligated required to qualify as a foreign entity or to file any a general consent to service of process in any such state, or take any action that would subject it to qualify as a foreign corporation or as a dealer in securities taxation in any jurisdiction in which where it is not so presently qualified or subject to subject itself to taxation in respect service of doing business in any jurisdiction in which it is not otherwise so subjectprocess or taxation.

Appears in 1 contract

Samples: Purchase Agreement (Chemours Co)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, efforts to qualify the Securities Rights Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate be necessary 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 Base Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent or otherwise subject itself to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Standby Purchase Agreement (HC Innovations, Inc.)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with arrange for the Underwriters, to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate Underwriter designates and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statement; provideddistribution, however, provided that the Company shall not be obligated 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Champion Enterprises Inc)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation furnish such information as may be required and otherwise will cooperate with the International Underwriters, to qualify the Securities ADSs for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementADSs; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Fibria Celulose S.A.)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Offered Securities for offering offer and sale under the applicable securities laws of such states and other U.S. jurisdictions (domestic or foreign) as the Representative may designate Representatives shall reasonably request and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementOffered Securities; provided, however, provided that the Company shall not be obligated 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 1 contract

Samples: Security Agreement (Ak Steel Holding Corp)

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Blue Sky Qualifications. The Company will use its best commercially reasonable efforts, in cooperation with the UnderwritersPlacement Agent, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Placement Agent may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; 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.

Appears in 1 contract

Samples: Placement Agency Agreement (Matinas BioPharma Holdings, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Sibanye Gold LTD)

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

Appears in 1 contract

Samples: Underwriting Agreement (Aon PLC)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the UnderwritersInitial Purchaser, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) within the United States as the Representative Initial Purchaser may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; provided, however, that the Company and the Operating Partnership shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Braemar Hotels & Resorts Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date Effective Date of the Base Registration Statement and any Rule 462(b) Additional 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.

Appears in 1 contract

Samples: Purchase Agreement (Bridgepoint Education Inc)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the UnderwritersUnderwriters and the Selling Shareholder, to qualify the Securities for offering and sale under the applicable securities laws of such states and other non-U.S. jurisdictions (domestic or foreign) as the Representative and the Selling Shareholder may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Hampton Roads Bankshares Inc)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with arrange for the Underwriters, to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives shall reasonably designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statementdistribution; provided, however, provided that the Company shall not be obligated 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 or to qualify as a foreign corporation or as a dealer in securities in any such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Mariner Energy Inc)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering offer and sale under the applicable securities or Blue Sky laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate shall reasonably request and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date Securities; provided that neither the Company nor any of the Base Registration Statement and Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any Rule 462(bsuch jurisdiction where it would not otherwise be required to so qualify, (ii) 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 such jurisdiction in which it is not so qualified or to (iii) subject itself to taxation in respect of doing business in any such jurisdiction in which if it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (TreeHouse Foods, Inc.)

Blue Sky Qualifications. The Company will use 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) as the Representative Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (Danaos Corp)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with promptly arrange for the Underwriters, to qualify qualification of the Offered Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states jurisdictions in the United States and other jurisdictions (domestic or foreign) Canada as the Representative may designate designates and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later resale of the effective date of Offered Securities by the Base Registration Statement and any Rule 462(b) Registration Statement; providedPurchasers, however, provided that the Company shall will not be obligated required (i) to qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) to file any a general consent to service of process in any such jurisdiction, or (iii) subject itself to qualify as a foreign corporation or as a dealer in securities taxation 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 would not otherwise so be subject.

Appears in 1 contract

Samples: Purchase Agreement (Renewable Energy Group, Inc.)

Blue Sky Qualifications. The Company will use 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) as the Representative Representatives may designate and to maintain such qualifications in effect for a period so long as required to complete the distribution of not less the Securities but no longer than one year from after the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statementhereof; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Patrick Industries Inc)

Blue Sky Qualifications. The Company will use its best 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) as the Representative Representatives may reasonably designate and to maintain such qualifications in effect for a period of not less than one year from so long as reasonably required to effect the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statementdistribution thereof; 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.

Appears in 1 contract

Samples: Telvent Git S A

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with reasonable efforts to seek to arrange for the Underwriters, to qualify qualification of the Offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may reasonably designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of Offered Securities by the Base Registration Statement and any Rule 462(b) Registration StatementUnderwriters as contemplated hereby; 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.

Appears in 1 contract

Samples: Underwriting Agreement (Cloud Peak Energy Inc.)

Blue Sky Qualifications. The Company and the Guarantors will use its best efforts, in cooperation cooperate with the Underwriters, Representatives with respect to qualify the qualification of the Securities for offering sale and sale the determination of their eligibility for investment under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; providedprovided that in connection therewith, however, that neither the Company nor any Guarantor shall be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be obligated required to so qualify, (ii) file any a general consent to service of process in any such jurisdiction or (iii) subject itself to qualify as a foreign corporation or as a dealer in securities taxation 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 would not otherwise so be subject.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters, efforts to qualify the Securities Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative you may designate reasonably request and to maintain comply with such qualifications laws so as to permit the continuance of sales and dealings therein in effect such jurisdictions for a period of not less than one year from as long as may be necessary to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(bShares, provided that nothing in this Section 5(c) Registration Statement; provided, however, that shall require 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 qualified qualified, or to file a general consent to service of process in any jurisdiction or subject itself to taxation in respect of doing business in any jurisdiction in which it is was not otherwise so subjectsubject to taxation.

Appears in 1 contract

Samples: Underwriting Agreement (Asure Software Inc)

Blue Sky Qualifications. The Company and the Guarantors will use its best efforts, in cooperation cooperate with the Underwriters, Representatives with respect to qualify the qualification of the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may Representatives designate and to maintain will continue such qualifications in effect so long as required for a period of not less than one year from the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; providedprovided that in connection therewith, however, that neither the Company nor any Guarantor shall be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be obligated required to so qualify, (ii) file any a general consent to service of process in any such jurisdiction or (iii) subject itself to qualify as a foreign corporation or as a dealer in securities taxation 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 would not otherwise so be subject.

Appears in 1 contract

Samples: Underwriting Agreement (B&G Foods, Inc.)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the U.S. Underwriters, to qualify the Securities Stock for offering and sale under the applicable securities laws and real estate syndication laws of such states and other jurisdictions (domestic or foreign) of the United States as the Representative Global Coordinator may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statementdesignate; provided, however, that the Company shall not be obligated to (i) file any general consent to service of process or to process, (ii) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or (iii) take any action that would subject it to subject itself to income taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.such jurisdiction. In each

Appears in 1 contract

Samples: Tower Realty Trust Inc

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

Appears in 1 contract

Samples: Underwriting Agreement (Aon PLC)

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

Appears in 1 contract

Samples: Purchase Agreement (Aon PLC)

Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such U.S. states and other jurisdictions (domestic U.S. or foreign) as shall be mutually agreed between the Representative may designate Representatives and the Company and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementSecurities; 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.

Appears in 1 contract

Samples: Underwriting Agreement (GC Aesthetics PLC)

Blue Sky Qualifications. The Company will use its reasonable best effortsefforts to arrange, in cooperation with if necessary, for the Underwriters, to qualify qualification of the Securities Depositary Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications in effect for a period of not less than one year from so long as required to complete the later distribution of the effective date of the Base Registration Statement and any Rule 462(b) Registration StatementDepositary Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Underwriting Agreement (Wintrust Financial Corp)

Blue Sky Qualifications. The Company will use 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) in the United States as the Representative Representatives may designate and to maintain such qualifications in effect for a period of not less than one year nine months from the later of the effective date of the Base Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

Appears in 1 contract

Samples: Purchase Agreement (MF Global Ltd.)

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