Common use of State Securities Laws Clause in Contracts

State Securities Laws. Subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon the filing of a Registration Statement including Registrable Shares, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" laws of such states as any Holder may reasonably request to the extent that registration or qualification under such laws is necessary in order that the Registrable Shares may be legally sold in such states, and the Company shall use reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, to cause such filings to become effective; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. Once effective, the Company shall use reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, to keep such filings effective until the earlier of (a) such time as all of the Registrable Shares have been issued by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, as set forth in the Registration Statement, (b) in the case of a particular state, a Holder has notified the Company that it no longer requires effective filing in such state in accordance with its original request for filing or (c) the date on which the Registration Statement ceases to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purpose.

State Securities Laws. Subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon in connection with the filing of a any Registration Statement including Registrable Shareshereunder, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" “blue sky” laws of such states as any Holder the Holders may reasonably request in connection with the offer and sale of Registrable Shares pursuant to the extent that registration or qualification under such laws is necessary intended methods of disposition by the Holders as set forth in order that the Registrable Shares may be legally sold in such statesapplicable Registration Statement, and the Company shall use its commercially reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to cause such filings to become effectiveeffective in a timely manner; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify required in connection therewith or as a foreign corporation condition thereto to (a) qualify to do business under the laws of in any jurisdiction where it would not otherwise be required to qualify but for this Section 6, (b) subject itself to general taxation in any such state in which it is not then qualified or to jurisdiction, (c) file any a general consent to service of process in any such statejurisdiction (other than customary consents to service of process filed with state securities administrators), (d) provide any undertakings that are not customary in similar registrations of securities and cause the Company undue expense or burden, or (e) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its shareholders. Once effective, the Company shall use its commercially reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to keep such filings effective until the earlier of (ax) such time as all of the Registrable Shares so registered have been issued by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, Holders as set forth in the applicable Registration Statement, (by) in the case of a particular state, a Holder has the applicable Holders have notified the Company that it they no longer requires require an effective filing in such state in accordance with its their original request for filing or (cz) the date on which the applicable Registration Statement ceases to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purposeeffective.

State Securities Laws. Subject The parties hereto hereby acknowledge that, generally, pursuant to Section 18 of the Securities Act, no state securities laws requiring, or with respect to, registration or qualification of securities or securities transactions will apply to a security that is a “covered security” (as defined therein). “Covered securities,” for purposes of Section 18 of the Securities Act, includes securities listed or authorized for listing on the NYSE (or certain other national securities exchanges) and securities of the same issuer that are equal in seniority or senior to such securities. The Company will use its reasonable efforts to cause the Shares to constitute covered securities by maintaining the listing of the Common Stock on the NYSE or such other qualifying national securities exchange. In the event that the Shares cease to constitute covered securities, subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon at the filing expense of a Registration Statement including Registrable Sharesthe Company, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" “blue sky” laws of such states as any Holder the Holders may reasonably request to the extent that registration or qualification under such laws is necessary in order that the Registrable Shares may be legally sold in such statesrequest, and the Company shall use its reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to cause such filings to become effectiveeffective in a timely manner; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. Once such filings are effective, the Company shall use its reasonable efforts, in at the case expense of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration StatementCompany, to keep such filings effective until the earlier of (ai) such time as all of the Registrable Shares have been issued disposed of by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, as set forth in the Registration StatementHolders, (bii) in the case of a particular state, a Holder has the Holders have notified the Company that it no longer requires an effective filing in such state in accordance with its original request for filing or (ciii) the date on which the Registration Statement ceases Shares covered by such filing cease to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the constitute Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purposeShares.

State Securities Laws. Subject The parties hereto hereby acknowledge that, generally, pursuant to Section 18 of the Securities Act, no state securities laws requiring, or with respect to, registration or qualification of securities or securities transactions will apply to a security that is a “covered security” (as defined therein). “Covered securities,” for purposes of Section 18 of the Securities Act, includes securities listed or authorized for listing on the New York Stock Exchange (or certain other national securities exchanges) and securities of the same issuer that is equal in seniority or senior to such securities. The Company will use its reasonable efforts to cause the Shares to constitute covered securities by maintaining the listing of the Common Stock on the New York Stock Exchange or such other qualifying national securities exchange. In the event that the Shares cease to constitute covered securities, subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon at the filing expense of a Registration Statement including Registrable Sharesthe Holders, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" “blue sky” laws of such states as any Holder the Holders may reasonably request to the extent that registration or qualification under such laws is necessary in order that the Registrable Shares may be legally sold in such statesrequest, and the Company shall use its reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to cause such filings to become effectiveeffective in a timely manner; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified qualified, subject itself to general taxation in any such jurisdiction or to file any general consent to service of process in any such state. Once such filings are effective, the Company shall use its reasonable efforts, in at the case expense of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration StatementHolders, to keep such filings effective until the earlier of (a) such time as all of the Registrable Shares have been issued disposed of by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, as set forth in the Registration StatementHolders, (b) in the case of a particular state, a Holder has the Holders have notified the Company that it no longer requires an effective filing in such state in accordance with its original request for filing or (c) the date on which the Registration Statement ceases Shares covered by such filing cease to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the constitute Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purposeShares.

State Securities Laws. Subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon the filing of a Registration Statement including Registrable Shares, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" laws of such states as any Holder may reasonably request to the extent that registration or qualification under such laws is necessary in order that the Registrable Shares may be legally sold in such states, and the Company shall use reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, to cause such filings to become effective; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. Once effective, the Company shall use reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, to keep such filings effective until the earlier of (a) such time as all of the Registrable Shares have been issued by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, as set forth in the Registration Statement, (b) in the case of a particular state, a Holder has notified the Company that it no longer requires effective filing in such state in accordance with its original request for filing or (c) the date on which the Registration Statement ceases to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purpose.any

State Securities Laws. Subject The parties hereto hereby acknowledge that, generally, pursuant to Section 18 of the Securities Act, no state securities laws requiring, or with respect to, registration or qualification of securities or securities transactions will apply to a security that is a “covered security” (as defined therein). “Covered securities,” for purposes of Section 18 of the Securities Act, includes securities listed or authorized for listing on the NYSE (or certain other national securities exchanges) and securities of the same issuer that is equal in seniority or senior to such securities. The Company will use its reasonable efforts to cause the Shares to constitute covered securities by maintaining the listing of the Common Shares on the NYSE or such other qualifying national securities exchange. In the event that the Shares cease to constitute covered securities, subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon the filing of a Registration Statement including Registrable Sharesat its expense, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" “blue sky” laws of such states as any Holder the Holders may reasonably request to the extent that registration or qualification under such laws is necessary in order that the Registrable Shares may be legally sold in such statesrequest, and the Company shall use its reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to cause such filings to become effectiveeffective in a timely manner; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. Once such filings are effective, the Company shall use its reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to keep such filings effective until the earlier of (a) such time as all of the Registrable Shares have been issued disposed of by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, as set forth in the Registration StatementHolders, (b) in the case of a particular state, a Holder has the Holders have notified the Company that it no longer requires an effective filing in such state in accordance with its original request for filing or (c) the date on which the Registration Statement ceases Shares covered by such filing cease to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the constitute Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purposeShares.

State Securities Laws. Subject The parties hereto hereby acknowledge that, generally, pursuant to Section 18 of the Securities Act, no state securities laws requiring, or with respect to, registration or qualification of securities or securities transactions will apply to a security that is a “covered security” (as defined therein). “Covered securities,” for purposes of Section 18 of the Securities Act, includes securities listed or authorized for listing on the NYSE (or certain other national securities exchanges) and securities of the same issuer that are equal in seniority or senior to such securities. The Company will use its reasonable efforts to cause the Shares to constitute covered securities by maintaining the listing of the Class A Common Shares on the NYSE or another qualifying national securities exchange. In the event that the Shares cease to constitute covered securities, subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon at the filing expense of a Registration Statement including Registrable Sharesthe Holders, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" “blue sky” laws of such states as any Holder the Holders may reasonably request to the extent that registration or qualification under such laws is necessary in order that the Registrable Shares may be legally sold in such statesrequest, and the Company shall use its reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to cause such filings to become effectiveeffective in a timely manner; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state or to subject itself to taxation in such state. Once such filings are effective, the Company shall use its reasonable efforts, in at the case expense of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration StatementHolders, to keep such filings effective until the earlier of (ai) such time as all of the Registrable Shares (other than Rule 144 Eligible Shares) have been issued disposed of by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, as set forth in the Registration StatementHolders, (bii) in the case of a particular state, a Holder has the Holders have notified the Company that it the Company no longer requires an effective filing in such state in accordance with its the Company’s original request for filing or (ciii) the date on which the Registration Statement ceases to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of there are no longer any notification with respect to the suspension of the qualification of the Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for covered by such purposefiling, other than Rule 144 Eligible Shares.

State Securities Laws. Subject The parties hereto hereby acknowledge that, generally, pursuant to Section 18 of the Securities Act, no state securities laws requiring, or with respect to, registration or qualification of securities or securities transactions will apply to a security that is a “covered security” (as defined therein). “Covered securities,” for purposes of Section 18 of the Securities Act, includes securities listed or authorized for listing on the NYSE (or certain other national securities exchanges) and securities of the same issuer that are equal in seniority or senior to such securities. The Company will use its reasonable efforts to cause the Shares to constitute covered securities by maintaining the listing of the Common Stock on the NYSE or such other qualifying national securities exchange. In the event that the Shares cease to constitute covered securities, subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon at the filing expense of a Registration Statement including Registrable Sharesthe Holders, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Sky" “blue sky” laws of such states as any Holder the Holders may reasonably request to the extent that registration or qualification under such laws is necessary in order that the Registrable Shares may be legally sold in such statesrequest, and the Company shall use its reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to cause such filings to become effectiveeffective in a timely manner; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified or to file any general consent to service of process in any such state. Once such filings are effective, the Company shall use its reasonable efforts, in at the case expense of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration StatementHolders, to keep such filings effective until the earlier of (ai) such time as all of the Registrable Shares have been issued disposed of by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, as set forth in the Registration StatementHolders, (bii) in the case of a particular state, a Holder has the Holders have notified the Company that it no longer requires an effective filing in such state in accordance with its original request for filing or (ciii) the date on which the Registration Statement ceases Shares covered by such filing cease to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the constitute Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purposeShares.

State Securities Laws. Subject to the conditions set forth in this --------------------- Agreement, the Company shall, promptly upon in connection with the filing of a any Registration Statement including Registrable Shareshereunder, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or "Blue Skyblue sky" laws of such states as any Holder the Holders may reasonably request in connection with the offer and sale of Registrable Shares pursuant to the extent that registration or qualification under such laws is necessary intended methods of disposition by the Holders as set forth in order that the Registrable Shares may be legally sold in such statesapplicable Registration Statement, and the Company shall use its commercially reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to cause such filings to become effectiveeffective in a timely manner; provided, -------- however, that with respect to a Demand Registration Statement or a Piggyback ------- Registration Statement, the Company shall not be obligated to qualify required in connection therewith or as a foreign corporation condition thereto to (a) qualify to do business under the laws of in any jurisdiction where it would not otherwise be required to qualify but for this Section 6, (b) subject itself to general taxation in any such state in which it is not then qualified or to jurisdiction, (c) file any a general consent to service of process in any such statejurisdiction (other than customary consents to service of process filed with state securities administrators), (d) provide any undertakings that are not customary in similar registrations of securities and cause the Company undue expense or burden, or (e) make any change in its charter or bylaws, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company and its shareholders. Once effective, the Company shall use its commercially reasonable efforts, in the case of a Demand Registration Statement or a Piggyback Registration Statement, and best efforts, in the case of a Shelf Registration Statement, efforts to keep such filings effective until the earlier of (ax) such time as all of the Registrable Shares so registered have been issued by the Company, or disposed of in accordance with the intended methods of disposition by the Holder, Holders as set forth in the applicable Registration Statement, (by) in the case of a particular state, a Holder has the applicable Holders have notified the Company that it they no longer requires require an effective filing in such state in accordance with its their original request for filing or (cz) the date on which the applicable Registration Statement ceases to be effective with the SEC. The Company shall promptly notify each Holder of, and confirm in writing, the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threat of any proceeding for such purposeeffective.