Blue Sky. The Company shall register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 57 contracts
Sources: Registration Rights Agreement (Achieve Life Sciences, Inc.), Registration Rights Agreement (Graham Corp), Registration Rights Agreement (Traws Pharma, Inc.)
Blue Sky. The Company shall use best efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 9 contracts
Sources: Registration Rights Agreement (Opus Genetics, Inc.), Registration Rights Agreement (Summit Therapeutics Inc.), Registration Rights Agreement (Neurogene Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor Investors and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorInvestors; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 6 contracts
Sources: Registration Rights Agreement (ImageneBio, Inc.), Registration Rights Agreement (First Tracks Biotherapeutics, Inc.), Registration Rights Agreement (Anaptysbio, Inc)
Blue Sky. The Company shall use commercially reasonable efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 6 contracts
Sources: Registration Rights Agreement (CapsoVision, Inc), Registration Rights Agreement (In8bio, Inc.), Registration Rights Agreement (Ovid Therapeutics Inc.)
Blue Sky. The Company shall use commercially reasonable efforts to register or qualify or cooperate with the any Investor and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the such Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 5 contracts
Sources: Registration Rights Agreement (VYNE Therapeutics Inc.), Registration Rights Agreement (Glycomimetics Inc), Securities Purchase Agreement (Glycomimetics Inc)
Blue Sky. The Company shall use commercially reasonable efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 3 contracts
Sources: Registration Rights Agreement (Kiora Pharmaceuticals Inc), Registration Rights Agreement (Alto Neuroscience, Inc.), Registration Rights Agreement (Alto Neuroscience, Inc.)
Blue Sky. The Company shall use reasonable best efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 3 contracts
Sources: Registration Rights Agreement (Karyopharm Therapeutics Inc.), Registration Rights Agreement (Tectonic Therapeutic, Inc.), Registration Rights Agreement (Outset Medical, Inc.)
Blue Sky. The Company shall use commercially reasonable efforts to register or qualify or cooperate with the any Investor and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the such Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 3 contracts
Sources: Registration Rights Agreement (Galera Therapeutics, Inc.), Registration Rights Agreement (Cyclerion Therapeutics, Inc.), Registration Rights Agreement (Galecto, Inc.)
Blue Sky. The To the extent required by applicable law, the Company shall use its commercially reasonable efforts to register or qualify or cooperate with the Investor and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky “Blue Sky” laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 2 contracts
Sources: Registration Rights Agreement (Oncology Institute, Inc.), Registration Rights Agreement (Oncology Institute, Inc.)
Blue Sky. The Company shall use commercially reasonable efforts to register or qualify or cooperate with the an Investor and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the such Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 2 contracts
Sources: Registration Rights Agreement (Aerovate Therapeutics, Inc.), Securities Purchase Agreement (Aerovate Therapeutics, Inc.)
Blue Sky. The Company shall use reasonable best efforts to register or qualify or cooperate with the Investor Investors and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorInvestors; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 2 contracts
Sources: Registration Rights Agreement (Jade Biosciences, Inc.), Registration Rights Agreement (Jade Biosciences, Inc.)
Blue Sky. The Company shall use its commercially reasonable efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky “Blue Sky” laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 2 contracts
Sources: Registration Rights Agreement (Aligos Therapeutics, Inc.), Registration Rights Agreement (Aligos Therapeutics, Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor Purchaser and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorPurchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), ) or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 2 contracts
Sources: Registration Rights Agreement (Athira Pharma, Inc.), Registration Rights Agreement (Athira Pharma, Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor Buyer and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorBuyer; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Blue Sky. The Company shall register or qualify or cooperate with the each Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i3.01(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i3.01(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Hycroft Mining Holding Corp)
Blue Sky. The Company shall use reasonable best efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Adagio Medical Holdings, Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor and their respective counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Camp4 Therapeutics Corp)
Blue Sky. The Company shall register or qualify or cooperate with the Investor Representative and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorRepresentative; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction..
Appears in 1 contract
Sources: Registration Rights Agreement (Epsilon Energy Ltd.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such U.S. jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Actuate Therapeutics, Inc.)
Blue Sky. The Company shall use its reasonable best efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Relmada Therapeutics, Inc.)
Blue Sky. The Company shall use best efforts to register or qualify or cooperate with the Investor Warrantholder and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorWarrantholder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Blue Sky. The Company shall register or qualify or cooperate with the Investor Investors and their counsel in connection with the registration or qualification of such the Registrable Securities for the offer and sale under the securities or “blue sky sky” laws of such jurisdictions reasonably requested by the InvestorInvestors; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Pineapple Financial Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the any Investor and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the such Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Sensei Biotherapeutics, Inc.)
Blue Sky. The Company shall use its commercially reasonable efforts to register or qualify or cooperate with the Investor Investors and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorInvestors; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Replimune Group, Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (SolarWindow Technologies, Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i3(h), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i3(h), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Blue Sky. The Company shall register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction..
Appears in 1 contract
Sources: Registration Rights Agreement (ProMIS Neurosciences Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor Holder and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the InvestorHolder; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (ChargePoint Holdings, Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Blue Sky. The Company shall use its commercially reasonable efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky “Blue Sky” laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (AN2 Therapeutics, Inc.)
Blue Sky. The Company shall register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i)3.9, (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i)3.9, or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Mama's Creations, Inc.)
Blue Sky. The Company shall use its commercially reasonable efforts to register or qualify or cooperate with the Investor and their counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Sources: Registration Rights Agreement (Kalaris Therapeutics, Inc.)
Blue Sky. The Company shall use commercially reasonable efforts to register or qualify or cooperate with the Investor a Purchaser and their its counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investorsuch Purchaser; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract
Blue Sky. The Company shall use commercially reasonable efforts to register or qualify or cooperate with the Investor Investors and their respective counsel in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.
Appears in 1 contract