State Qualifications. The Company further represents and warrants to, and agrees with, you as follows:
State Qualifications. The Company further represents and warrants to, and agrees with, Placement Agent as follows:
State Qualifications. The Company will use its best efforts to register and qualify the Registerable Securities covered by the Registration Statement, or to comply with the requirements of any available exemption, under the state securities laws of any jurisdictions that are reasonably requested by the Investor, except that the Company will not be required to qualify to do business in any such states or jurisdictions in order to comply with this requirement.
State Qualifications. The Company shall use its best efforts to register or qualify such Registrable Securities under or exempt such Registrable Securities from registration or qualification requirements of the securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, and do all other acts which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, however, that the Company shall not be required to qualify as a foreign corporation in any state where it is not then required to qualify.
State Qualifications. The Commissioner of Corporations of the -------------------- State of California shall have issued a permit qualifying the offer and sale to the Investors of the Securities or such offer and sale shall be exempt from such qualification under the California Corporate Securities Law of 1968, as amended.
State Qualifications. SCHEDULE 2.3 contains a list of all the jurisdictions in which Holdings or any of the Subsidiaries are authorized, qualified, or registered to do business or where there is a franchise registration. Holdings and the Subsidiaries are each duly qualified or registered to do business, and are in good standing, in each jurisdiction where the character of the properties owned or leased by them, or the nature of their activities, are such that authorization, qualification, or registration to do business in that jurisdiction is required by law, except in any such case where the failure to be so qualified or registered and in good standing would not have a Material Adverse Effect. "Material Adverse Effect" with respect to Holdings and the Subsidiaries means an individual or cumulative adverse change in or effect on the business, customers, customer relations, operations, properties, working capital condition (financial or otherwise), assets, properties or liabilities of Holdings or the Subsidiaries which is reasonably expected to be materially adverse to the business, properties, working capital condition (financial or otherwise), assets, or liabilities of Holdings or the Subsidiaries or would prevent Holdings or the Owners from consummating the transactions contemplated hereby.
State Qualifications. Prior to the Closing, BUSA shall take commercially reasonable efforts to cause the BUSA Subsidiaries to become qualified and in good standing in each of the jurisdictions listed opposite its name on Schedule 3.3.
State Qualifications. SCHEDULE 2.3 contains a list of all the jurisdictions in which the Companies or any of the Subsidiaries are authorized, qualified, or registered to do business or where there is a franchise registration. The Companies and the Subsidiaries are each duly qualified or registered to do business, and are in good standing, in each jurisdiction where the character of the properties owned or leased by them, or the nature of their activities, are such that authorization, qualification, or registration to do business in that jurisdiction is required by law, except in any such case where the failure to be so qualified or registered and in good
State Qualifications. Within no more that ten (10) Business Days after Closing, the Company shall deliver to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business.
State Qualifications. Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under State securities laws in such jurisdictions as Holder reasonably requests; provided, however, that Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.
