Common use of Form D; Blue Sky Laws Clause in Contracts

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Notes, the Warrants, and Common Stock, in accordance with Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the Notes, the Warrants, the Conversion Shares and Warrant Shares for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Sino Gas International Holdings, Inc.), Restructuring Agreement (Sino Clean Energy Inc), Securities Purchase Agreement (Sino Gas International Holdings, Inc.)

AutoNDA by SimpleDocs

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesNote, the WarrantsWarrant, and Common Stock, in accordance with Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesNote, the WarrantsWarrant, the Conversion Common Shares and Warrant Shares for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Liquidmetal Technologies Inc), Securities Purchase Agreement (Liquidmetal Technologies Inc)

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Notes, the Warrants, Note and Common StockShares issuable upon conversion thereof, in accordance with Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the Notes, Note and the Warrants, the Conversion Common Shares and Warrant Shares issuable upon conversion thereof for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clean Power Technologies Inc.)

Form D; Blue Sky Laws. The Upon a sale of Preferred Shares to the Investor, the Company agrees to file a Form D with respect to the Notes, the Warrants, Preferred Shares and Common StockShares, in accordance with as required under Regulation D and to provide a copy thereof to the Purchaser Investor promptly after such filing. The Company shall, on or before the Closing Datedate of any Closing, take such action as the Company shall have reasonably determined is necessary to qualify the Notes, the Warrants, the Conversion Preferred Shares and Warrant Common Shares for sale to the Purchaser Investor under applicable securities or "blue sky" laws of the states of the United States (or to obtain an EXHIBIT 10.2 exemption from such qualification), and shall provide evidence of any such action so taken to the Purchaser Investor on or prior to the Closing Datesuch Closing; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Put and Call Agreement (Secure Computing Corp)

Form D; Blue Sky Laws. The Company agrees to shall file a Form D with respect to the Notes, Preferred Shares and the Warrants, and Common Stock, in accordance with Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesPreferred Shares, the Warrants, the Conversion Common Shares and Warrant Shares for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Subscription Agreement (Analytical Surveys Inc)

Form D; Blue Sky Laws. The Upon a sale of Preferred Shares to the Investor, the Company agrees to file a Form D with respect to the Notes, the Warrants, Preferred Shares and Common StockShares, in accordance with as required under Regulation D and to provide a copy thereof to the Purchaser Investor promptly after such filing. The Company shall, on or before the Closing Datedate of any Closing, take such action as the Company shall have reasonably determined is necessary to qualify the Notes, the Warrants, the Conversion Preferred Shares and Warrant Common Shares for sale to the Purchaser Investor 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 Purchaser Investor on or prior to the Closing Datesuch Closing; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Put and Call Agreement (Secure Computing Corp)

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesPreferred Shares, the WarrantsOption Shares, the Warrants and Common StockShares, in accordance with as required under Regulation D and to provide a copy thereof to the Purchaser Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesPreferred Shares, the WarrantsOption Shares, the Conversion Shares Warrants and Warrant Common Shares for sale to the Purchaser Investor 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 Purchaser Investor on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Netguru Inc)

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesNote, the WarrantsWarrant, and Common Stock, in accordance with Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesNote, the WarrantsWarrant, the Conversion Common Shares and Warrant Shares for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Terra Nostra Resources Corp.)

AutoNDA by SimpleDocs

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesPreferred Shares, the WarrantsOptions, the Option Shares, the Warrants and Common StockShares, in accordance with as required under Regulation D and to provide a copy thereof to the Purchaser Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesPreferred Shares, the WarrantsOption Shares, the Conversion Shares Warrants and Warrant Common Shares for sale to the Purchaser Investor 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 Purchaser Investor on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Microware Systems Corp)

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesDebentures, the Warrants, the Option and Common StockShares, in accordance with Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesDebentures, the Warrants, the Conversion Shares Option and Warrant Common Shares for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Viragen Inc)

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesNote, the Warrants, and Common Stock, in accordance with Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesNote, the Warrants, the Conversion Common Shares and Warrant Shares for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clean Power Technologies Inc.)

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesCommon Shares, the Warrant Shares and the Warrants, and Common Stock, in accordance with as required under Regulation D and to provide a copy thereof to the Purchaser Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesCommon Shares, the Warrants, the Conversion Warrant Shares and Warrant Shares the Warrants for sale to the Purchaser Investor 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 Purchaser Investor on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Netguru Inc)

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the NotesDebentures, the Warrants, Warrants and Common StockShares, in accordance with as required under Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determined is necessary to qualify the NotesDebentures, the Warrants, the Conversion Shares Warrants and Warrant Common Shares for sale to the Purchaser 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 Purchaser on or prior to the Closing Date; provided, however, that the Company shall not be required in connection therewith to register or qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits or taxation, in each case, in any jurisdiction where it is not now so subject.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genesisintermedia Com Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.