Common use of Blue Sky Filing Clause in Contracts

Blue Sky Filing. Prior to any public offering of the Public Securities, the Company will cooperate with the Underwriter to register or qualify the Public Securities for offering and sale by the Underwriter and by dealers under the securities laws or Blue Sky laws of such jurisdictions as the Underwriter may reasonably designate, provided that no such registration or 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 registration or qualification shall be effected, the Company will, unless the Underwriter 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, at its expense, will cause its counsel to provide to the Underwriter a Preliminary Blue Sky Memorandum and Final Blue Sky Memorandum, in such quantities as the Underwriter reasonably request, for its use and the use of the selling members in connection with the offer and sale of the Public Securities.