Common use of Qualification in States Clause in Contracts

Qualification in States. Prior to any public offering of Registrable Securities, Parent will use commercially reasonable efforts to register or qualify or cooperate with Seller and applicable counsel to the Holders of securities being registered in connection with the registration or qualification of the Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by Seller as shall be reasonably appropriate in the opinion of Parent and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the registration statement; provided, however, that Parent 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 8.7(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 8.7(f), or (iii) file a general consent to service of process in any such jurisdiction; and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Securities shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Securities be borne by the selling Holders of securities to be registered, then the such selling Holders shall, to the extent required by such jurisdiction, pay their pro rata share of such qualification expenses.

Qualification in States. Prior to any public offering of Registrable Securities, Parent the Company will use commercially reasonable best efforts to register or qualify or cooperate with Seller the Purchaser and applicable counsel to the Holders holders of securities being registered in connection with the registration or qualification of the Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by Seller the Purchaser as shall be reasonably appropriate in the opinion of Parent the Company and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the registration statement; provided, however, that Parent 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 8.7(f9(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 8.7(f9(f), or (iii) file a general consent to service of process in any such jurisdiction; and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Securities shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Securities be borne by the selling Holders holders of securities to be registered, then the such selling Holders holders shall, to the extent required by such jurisdiction, pay their pro rata share of such qualification expenses.

Qualification in States. Prior to any public offering of Registrable Securities, Parent the Company will use commercially reasonable efforts to register or qualify or cooperate with Seller the Purchaser and applicable counsel to the Holders holders of securities being registered in connection with the registration or qualification of the Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by Seller the Purchaser as shall be reasonably appropriate in the opinion of Parent the Company and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the registration statement; provided, however, that Parent 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 8.7(f5(h), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 8.7(f5(h), or (iii) file a general consent to service of process in any such jurisdiction; and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Securities shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Securities be borne by the selling Holders holders of securities to be registered, then the such selling Holders holders shall, to the extent required by such jurisdiction, pay their pro rata share of such qualification expenses.

Qualification in States. Prior to any public offering of Registrable Securities, Parent will the Company w ill use commercially reasonable efforts to register or qualify or cooperate with Seller w ith the Purchaser and applicable counsel to the Holders holders of securities being registered in connection with w ith the registration or qualification of the Registrable Securities for offer and sale under the securities or blue sky laws law s of such jurisdictions requested by Seller the Purchaser as shall be reasonably appropriate in the opinion of Parent the Company and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the registration statement; provided, howeverhow ever, that Parent the Company shall not be required in connection therewith therew ith or as a condition thereto to (i) qualify to do business in any jurisdiction where w here it would w ould not otherwise otherw ise be required to qualify but for this Section 8.7(f5(h), (ii) subject itself to general taxation in any jurisdiction where w here it would w ould not otherwise otherw ise be so subject but for this Section 8.7(f5(h), or (iii) file a general consent to service of process in any such jurisdiction; and provided further that (notwithstanding notw ithstanding anything in this Agreement to the contrary with w ith respect to the bearing of expenses) if any jurisdiction in which w hich any of such Registrable Securities shall be qualified shall require that expenses incurred in connection with w ith the qualification therein of any such Registrable Securities be borne by the selling Holders holders of securities to be registered, then the such selling Holders holders shall, to the extent required by such jurisdiction, pay their pro rata share of such qualification expenses.