State Securities or Blue Sky Laws Sample Clauses

State Securities or Blue Sky Laws. In connection with the registration under the Securities Act of any Transfer of Shares by or for the account of a Stockholder pursuant to Section 5.1 or 5.2 hereof, the Company shall file on a timely basis all requisite applications or other instruments to register, qualify or obtain exemptions for the Transfer under such state securities or blue sky laws as the managing underwriter shall reasonably specify, in the case of an underwritten offering, or as each Stockholder may reasonably specify. The Company shall use reasonable efforts in good faith to obtain and maintain for a reasonable period, up to the period during which the Company maintains the effectiveness of the related Registration Statement under Section 5.1 or 5.2 hereof, an effective registration, qualification or exemption under the applications or other instruments filed by the Company.
Sample 1
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State Securities or Blue Sky Laws. In connection with the --------------------------------- registration under the Securities Act of any sale of Transferee Shares by or for the account of any Holder pursuant to Sections 5.5.3 or 5.5.4 hereof, Transferee shall file on a timely basis appropriate applications or other instruments to register, qualify or obtain exemptions for the sale under such state securities or blue sky laws as the managing underwriter shall reasonably specify or, if the sale is not to be an underwritten public offering, such state securities or blue sky laws as the Holder may reasonably request. Transferee, however, shall have no obligation to file any applications or other instruments in any jurisdiction in which either (i) no such filing is required with respect to the proposed sale of Transferee Shares by or for the account of the Holder, in the opinion of qualified counsel selected by Transferee, or (ii) Transferee would be required to execute a general consent to service of process, to register as a broker or dealer or to cause any officer or employee of Transferee to register as a dealer, broker, or salesman or in any similar capacity. Transferee shall use its best efforts in good faith to obtain and maintain for a reasonable period, up to six months, an effective registration, qualification or exemption under the applications or other instruments filed by Transferee pursuant to this Section 5.5.5.
Sample 1
State Securities or Blue Sky Laws. In connection with any registration under the Securities act of any sale of Buyer Shares by or for the account of any Holder pursuant to Section 4.6.4 hereof, Buyer shall file on a timely basis appropriate applications or other instruments to register, qualify or obtain exemptions for the sale under such state securities or blue sky laws as the managing underwriter shall reasonably specify or, if the sale is not to be an underwritten public offering, such state securities or blue sky laws as the Holder may reasonably request. Buyer, however, shall have no obligation to file any applications or other instruments in any jurisdiction in which either (i) no such filing is required with respect to the proposed sale of Buyers Shares by or for the account of the Holder, in the opinion of qualified counsel selected by Buyer, or (ii) Buyer would be required to execute a general consent to service of process, to register as a broker or dealer or to cause any officer or employee of Buyer to register as a dealer, broker, or salesman or in any similar capacity. Buyer shall use its best efforts in good faith to obtain and maintain for a reasonable period, up to six (6) months, an effective registration, qualification or exemption under the applications or other instruments filed by Buyer pursuant to this Section 4.6.5.
Sample 1

Related to State Securities or Blue Sky Laws

  • State Securities Laws The Company hereby agrees to use its best efforts to comply with all state securities or "blue sky" laws which might be applicable to the sale of the Stock and the issuance of the Options to the Purchaser.

  • 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.

  • State Securities Laws Compliance The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

  • 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.

  • State Securities Qualification We act solely as agent for the Funds and are not responsible for qualifying the Funds or their shares for sale in any jurisdiction. Upon written request we will provide you with a list of the jurisdictions in which the Funds or their shares are qualified for sale. We also are not responsible for the issuance, form, validity, enforceability or value of Fund shares.

  • Corporate Securities Law THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

  • Securities Laws Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

  • Securities Lending The Separate Accounts may participate in a securities lending program consistent with the terms of the general account securities lending program in which collateral is received for loaned securities, provided investments made with such collateral are invested within the Separate Accounts in assets consistent with these Investment guidelines and that match securities lending program liabilities.

  • 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.

  • Securities Law Notice The Optionee is permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange.

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