Common use of Blue Sky Filing Clause in Contracts

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on the New York Stock Exchange (the “NYSE”), the NYSE Amex, the NASDAQ Global Market, or the NASDAQ Capital Market, 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 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on a securities exchange satisfying the New York Stock Exchange (requirements of Section 18 of the “NYSE”), the NYSE Amex, the NASDAQ Global Market, or the NASDAQ Capital MarketAct, 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. All blue sky work in connection with the offering of the Firm Units and the Option Units shall be undertaken by Ellenoff Gxxxxxxx & Schole LLP (“EGS”). 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on the New York Stock Exchange (the “NYSE”)Exchange, the NYSE Amex, the NASDAQ Global Market, American Stock Exchange or the NASDAQ Capital Nasdaq National Market, the Company will endeavor in good faith, in cooperation with the Representative, at or prior to the time the Registration Statement becomes effective, or as soon thereafter as possible, 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. The Company shall pay all filings fees in connection with the qualification of the securities Securities under the securities laws of such jurisdictions as the Representative may reasonably designate.

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on the New York Stock Exchange (the “NYSE”)Exchange, the NYSE Amex, the NASDAQ Nasdaq Global Market, Market or the NASDAQ Capital MarketAMEX, 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 Maxim Group LLC September 24, 2007 Page 21 of 45 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on the New York Stock Exchange (the “NYSE”), the NYSE Amex, the NASDAQ Global Market, or the NASDAQ Capital Market, the The Company will endeavor in good faith, in cooperation with the RepresentativeRepresentatives, 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 Representatives may reasonably designatedesignate and will make such notice filing in each of the states set forth in the second full paragraph on page 74 of the pricing prospectus as may be required in order to permit resales by holders thereof of the Public Securities in such states, 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 Representatives agree 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on a securities exchange satisfying the New York Stock Exchange (requirements of Section 18 of the “NYSE”), the NYSE Amex, the NASDAQ Global Market, or the NASDAQ Capital MarketAct, 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. All blue sky work in connection with the offering of the Firm Units and the Option Units shall be undertaken by Ellenoff Xxxxxxxx & Schole LLP (“EGS”). 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.Broadband Capital Management LLC. ____________, 2011

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on the New York Stock Exchange (the “NYSE”)Exchange, the NYSE Amex, the NASDAQ Nasdaq Global Market, or the NASDAQ Capital MarketMarket or American Stock Exchange (“AMEX”), 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on the New York Stock Exchange (the “NYSE”)Exchange, the NYSE Amex, the NASDAQ Nasdaq Global Market, Market or the NASDAQ Capital MarketAMEX, 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 Maxim Group LLC , 2007 Page 21 of 45 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.

Blue Sky Filing. Unless the Public Securities are listed or quoted, as the case may be, on a securities exchange satisfying the New York Stock Exchange (requirements of Section 18 of the “NYSE”), the NYSE Amex, the NASDAQ Global Market, or the NASDAQ Capital MarketAct, 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. All blue sky work in connection with the offering of the Firm Units and the Option Units shall be undertaken by Ellenoff Xxxxxxxx & Schole LLP (“EGS”). 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. The Company shall pay all filings fees in connection with the qualification of the securities under the securities laws of such jurisdictions as the Representative may reasonably designate.