Common use of Form D and Blue Sky Clause in Contracts

Form D and Blue Sky. Holdings shall file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such action, on or before the Closing Date (should the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company, on or before the Closing Date (should Date, shall take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States and the provinces of Canada (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary to be taken on or before the Closing Date in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Partnership agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer Purchaser promptly after such filing. Holdings shall have taken such actionThe Partnership shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings Partnership shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Purchasers on or prior to the Closing Date. Holdings The Partnership shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file timely a Form D with the Commission with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to qualify the Securities for for, sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all timely filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall Each of the Company and Parent agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionEach of the Company and Parent shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings and Parent shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings Each of the Company and Parent shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing, unless the same be available to the public through the XXXXX system. Holdings shall have taken such actionThe Company, on or before the Closing Date (should Date, shall take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Corporation agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer Purchaser promptly after such filing. Holdings shall have taken such actionThe Corporation, on or before the Closing Date (should Date, shall take such action as the Company have not already taken such action), as Holdings Corporation shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Purchasers on or prior to the Closing Date. Holdings The Corporation shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Securities Common Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities Common Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities Common Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before each of the Closing Date (should Dates, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at each of the Closing Closings pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the applicable Closing DateDates. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following each of the Closing DateDates.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D D, if required under U.S. securities laws, with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities Preferred Stock as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filingcomply with any applicable state securities and “Blue Sky” laws in connection with the sale of the Preferred Stock. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Preferred Stock for sale to the Buyers Purchaser at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Purchaser on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities Preferred Stock required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Companies agree to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionEach of the Companies shall, on or before the Closing Date (should the Date, take such action as such Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings Each of the Companies shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities Purchased Shares as required under Regulation D and to provide a copy thereof to each Buyer the Buyers promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date Date, take such action (should if any) as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Purchased Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale to the Buyers of the Securities Purchased Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should or Second Tranche Payment Date, as applicable, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings Each of the Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall (i) The Company agrees to file a Form D with respect to the Securities Notes and Warrants as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the each Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the applicable Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the applicable Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the each Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer counsel for X.X. Xxxxxx Securities Inc. promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing DateStates.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary to take on or prior to the Closing Date in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Series L Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Series B Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the applicable Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the applicable Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the applicable Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the applicable Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Series M Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Securities Warrants as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers each Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers each Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities Notes and Warrants as required under Regulation D and to provide a copy thereof to each Buyer counsel for the Buyers promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following and the Closing Dateapplicable Canadian Securities Laws.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before within fifteen (15) calendar days after the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities Common Stock as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filingcomply with any applicable state securities and "Blue Sky" laws in connection with the sale of the Common Stock. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Common Stock for sale to the Buyers Purchasers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Purchasers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities Common Stock required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filingfiling (unless available on XXXXX). Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to qualify the Securities for for, sale to the Buyers at the Closing occurring on the Closing Date pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Series J Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Series E and Series N Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly Xxxxxxx Xxxx & Xxxxx LLP after such filing. Holdings shall have taken such actionThe Company, on or before the Closing Date (should Date, shall take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing DateDate as the Buyers may reasonably request. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities Common Stock as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company, on or before the Closing Date (should Date, shall take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Common Stock for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States and the provinces of Canada (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities Common Stock required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Closing, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary to take on or prior to the Closing in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Warrant Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to to, the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file with the SEC a Form D with respect to the Securities Warrants as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D D, if required under U.S. securities laws, with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall The Company agrees to file a Form D with respect to the Securities Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filingcomply with any applicable state securities and “Blue Sky” laws in connection with the sale of the Shares. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Purchasers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall (c) . The Company agrees to file with the SEC a Form D with respect to the Series D Securities as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. Holdings shall have taken such actionThe Company shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date. Holdings The Company shall make all any filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall To the extent applicable, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionIf required, the Company, on or before the Closing Date (should Date, shall take such action as the Company have not already taken such action), as Holdings shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. Holdings shall Each of the Companies agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. Holdings shall have taken such actionEach of the Companies shall, on or before the Closing Date (should Date, take such action as the Company have not already taken such action), as Holdings Companies shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Holdings Each of the Companies shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.