Securities and Blue Sky Laws Sample Clauses

Securities and Blue Sky Laws. Each Obligor agrees to use its reasonable best efforts to prevent the issuance of any stop order or order suspending the exemption from qualification of any of the Notes under any applicable securities or “Blue Sky” laws.
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Securities and Blue Sky Laws. Buyer shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of Buyer's Common Shares hereunder. Each Company Shareholder shall execute and deliver to Buyer at or prior to the Closing a letter of investment intent in substantially the form of EXHIBIT D attached hereto; provided, however, that each Company Shareholder who does not deliver a letter of investment intent shall be deemed to be a Minority Shareholder and shall not receive any of the Stock Consideration.
Securities and Blue Sky Laws. Neon shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Neon Common Stock in connection with the Transaction and other transactions contemplated hereby. InnerAccess shall use its best efforts to assist Neon as may be necessary to comply with the securities and “blue sky laws” of all jurisdictions which are applicable in connection with the issuance of Neon Common Stock in connection with the Transaction.
Securities and Blue Sky Laws. Parent shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Units in connection with the transactions contemplated by this Agreement.
Securities and Blue Sky Laws. Dalexx xxxll take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Dalexx Xxxmon Stock in connection with the transactions contemplated hereby. Inlogic shall use its best efforts to assist Dalexx xx may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Dalexx Xxxmon Stock in connection with the Reorganization.
Securities and Blue Sky Laws. Acquiror shall take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Acquiror Common Stock in connection with the Reorganization. Target shall use its best efforts to assist Acquiror as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Acquiror Common Stock in connection with the Reorganization.
Securities and Blue Sky Laws. JAMtv and Tunes acknowledge that the JAMtv Common Stock to be issued pursuant to this Agreement will not be registered under the Securities Act and will be issued pursuant to Section 5 of the Securities Act. Tunes and JAMtv shall use reasonable efforts to make appropriate filings in accordance with Section 5 of the Securities Act. Tunes and JAMtv shall use reasonable efforts to make appropriate filings and to obtain appropriate clearances under the securities and "Blue Sky" laws of the states of residence of the holders of Tunes Common Stock, Vested Tunes Options, and Convertible Debt listed on SCHEDULE 3.2 hereto.
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Related to Securities and Blue Sky Laws

  • Blue Sky Laws Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or blue sky laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction.

  • Form D; Blue Sky Laws 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 the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer 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 Buyer on or prior to the Closing Date.

  • Form D and Blue Sky 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. The Company shall, on or before the Closing Date, take such action as the Company 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. 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.

  • Blue Sky Requirements The Company shall provide counsel to the Representative with ten copies of all proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

  • Compliance with Blue Sky Laws The Securities shall be qualified for sale in such states and jurisdictions as the Representative may reasonably request, including, without limitation, qualification for exemption from registration or prospectus delivery requirements in the provinces and territories of Canada and other jurisdictions outside the United States, and each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date and the Option Closing Date.

  • Form D; Blue Sky Filings 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, promptly upon request of any Purchaser. The Company shall take such action 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 under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

  • Blue Sky The Company shall have obtained all necessary blue sky law permits and qualifications, or secured exemptions therefrom, required by any state or foreign or other jurisdiction for the offer and sale of the Shares.

  • Blue Sky Filings The Company will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably designate, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representative agrees that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction.

  • Blue Sky Limitation Notwithstanding anything in this Agreement to the contrary, in the event the Company makes any public offering of its securities and determines in its sole discretion that it is necessary to reduce the number of issued but unexercised stock purchase rights so as to comply with any state securities or Blue Sky law limitations with respect thereto, the Board of Directors of the Company shall have the right (i) to accelerate the exercisability of this Option and the date on which this Option must be exercised, provided that the Company gives Participant 15 days’ prior written notice of such acceleration, and (ii) to cancel any portion of this Option or any other option granted to Participant pursuant to the Plan which is not exercised prior to or contemporaneously with such public offering. Notice shall be deemed given when delivered personally or when deposited in the United States mail, first class postage prepaid and addressed to Participant at the address of Participant on file with the Company.

  • Blue Sky Matters Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or “Blue Sky” laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction, notwithstanding any information we may furnish to you in that connection.

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