Common use of Offering Process Clause in Contracts

Offering Process. The Company will offer the Shares in the states of California, Oregon, New York, Pennsylvania, New Jersey, Connecticut, Massachusetts, Maryland, and such other states as may be agreed upon by the parties. The Company will, to the extent required, use its commercially reasonable efforts to have the Offering approved in those states, but, in no event shall the Company be required to qualify to do business in such states solely as a result of the Offering; and will notify the Agent (i) of the receipt of any comments from the SEC or any other regulatory authority with respect to the Offering or any other matter referred to in the Registration Statement, (ii) of any request by the SEC or any other regulatory authority for any amendment or supplement to the Registration Statement, the Blue Sky Materials (as hereinafter defined) or for additional information, (iii) of the issuance by the SEC or any other regulatory authority of any order or other action suspending the Offering or the use of the Prospectus or any other filing of the Company under applicable state law or the threat of any such action, and (iv) of the issuance by the SEC or any regulatory authority of any stop order suspending the use of the Prospectus or of the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance by the SEC or any regulatory authority of any such order, and if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. The Company shall cooperate with the Agent in the filing with the state securities authorities of the states listed above (and any other states subsequently added), to the extent necessary, of appropriate registration materials in order to comply with the laws of such states applicable to the sale of the Shares (“Blue Sky Materials”).

Offering Process. The Company will offer the Shares in the states of California, Florida, Illinois, Oregon, New York, Pennsylvania, New Jersey, Connecticut, Massachusetts, Maryland, and such other states as may be agreed upon by the parties. The Company will, to the extent required, use its commercially reasonable efforts to have the Offering approved in those states, but, in no event shall the Company be required to qualify to do business in such states solely as a result of the Offering; and will notify the Agent (i) of the receipt of any comments from the SEC or any other regulatory authority with respect to the Offering or any other matter referred to in the Registration Statement, (ii) of any request by the SEC or any other regulatory authority for any amendment or supplement to the Registration Statement, the Blue Sky Materials (as hereinafter defined) or for additional information, (iii) of the issuance by the SEC or any other regulatory authority of any order or other action suspending the Offering or the use of the Prospectus or any other filing of the Company under applicable state law or the threat of any such action, and (iv) of the issuance by the SEC or any regulatory authority of any stop order suspending the use of the Prospectus or of the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance by the SEC or any regulatory authority of any such order, and if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. The Company shall cooperate with the Agent in the filing with the state securities authorities of the states listed above (and any other states subsequently added), to the extent necessary, of appropriate registration materials in order to comply with the laws of such states applicable to the sale of the Shares (“Blue Sky Materials”).