Common use of Form D and Blue Sky Clause in Contracts

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the 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).

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws Securities Laws of the states of the United States (or to obtain an exemption from such qualification)following the Closing.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States (States, whether before or to obtain an exemption from such qualification)after the Closing Date.

Form D and Blue Sky. The Company agrees to timely shall file a Form D with respect to the Securities as required under Regulation D. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities New Note and Common Shares for sale to the Purchasers at the Closing Investor 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).

Form D and Blue Sky. The Company agrees to timely shall file a Form D with respect to the Securities as required under Regulation D. The Company shall take such all necessary action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers 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).

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D and to provide a copy thereof to each Buyer promptly after such filing (provided that this requirement shall be deemed satisfied upon the filing of the Form D through the SEC’s XXXXX system). The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)following the Closing Date.

Form D and Blue Sky. The Company agrees to timely shall file a Form D with respect to the Securities Shares as required under Regulation D. The Without limiting any other obligation of the Company under this Agreement, the Company shall take such action and timely make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement Shares required under all applicable securities or laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws laws), and the Company shall comply with all applicable federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the states of Shares to the United States (or to obtain an exemption from such qualification)Subscribers.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities sold as required under Regulation D. The Company Company, on or before the Closing Date, shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities being acquired pursuant to this Agreement for sale to the Purchasers 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).

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. The Company shall shall, on or before the Closing Date, take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for for, or to qualify the Securities for for, sale to the 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)States, and shall make all filings and reports relating thereto following the Closing Date as may be required thereby.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Shares and the Warrants as required under Regulation D. The Company Company, on or before the Closing Date, shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares and the Warrants for sale to the 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)) as any Holder reasonably requests in writing.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities shares of Common Stock sold as required under Regulation D. The Company Company, on or before the Closing Date, shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities shares of Common Stock being acquired pursuant to this Agreement for sale to the Purchasers 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).

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. the Securities Act. The Company Company, on or before the Closing Date, shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” Sky laws of the states of the United States (or to obtain an exemption from such qualification).

Form D and Blue Sky. The Company agrees to timely shall file a report on Form D with respect to the Purchased Securities as if required to do so pursuant to Regulation D under Regulation D. the Securities Act and shall notify the Investor promptly after such filing. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is to be necessary in order to obtain an exemption for or to qualify the Purchased Securities for sale to the Purchasers at the Closing Investor 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.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D and to provide a copy thereof to each Investor promptly after such filing. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification).following the Closing Date

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification)following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D promulgated under the 1933 Act. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing Buyer 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).

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Shares as required under Regulation D. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Purchasers at the Closing Investors pursuant to this Agreement under applicable state securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification). The Company shall make all filings and reports relating to the offer and sale of the Shares required under applicable federal and state securities laws following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)following each Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as if required under Regulation D. The D and shall provide a copy thereof to any Buyer promptly upon such Buyer’s request. Following each Closing Date, the Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)States.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D. D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement required under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)following the Closing Date.

Form D and Blue Sky. The Company agrees to timely shall file a Form D with respect to the Securities as required Common Shares under Regulation D. The Company shall D and take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Common Shares for sale to the Purchasers at the Closing Investor 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).

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Shares as required under Regulation D. The Company Company, on or before the First Closing Date, shall take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Purchasers at the Closing Purchaser pursuant to this Agreement under applicable securities or “Blue Sky” Sky laws of the states of the United States (or to obtain an exemption from such qualification).

Form D and Blue Sky. The Company agrees to file timely file a Form D with the SEC with respect to the Securities Shares as required under Regulation D. D and to provide a copy thereof to each Purchaser promptly after such filing. The Company shall shall, on or before the Closing, take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for for, or to qualify the Securities for Shares for, sale to the Purchasers at the Closing pursuant to this Agreement under applicable state securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification).. (c)

Form D and Blue Sky. The Company agrees to timely shall file a Form D with respect to the Securities as required Common Shares under Regulation D. The Company shall D and take such action and make all filings and reports relating to the offer and sale of the Securities as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Common Shares for sale to the Purchasers at the Closing Investor 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).. DM_US 77407126-1.088627. 0010