State Securities Qualification Clause Samples

State Securities Qualification. The sale of the securities which are the subject of this Stock Option Agreement have not been qualified with the Department of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful, unless the sale of securities is exempt from the qualification. The rights of all parties to this Stock Option Agreement are expressly conditioned upon such qualification being obtained, unless the sale is so exempt.

State Securities Qualification. You will not offer shares of ------------------------------ any Fund for sale in any state where such Fund is not qualified for sale under the blue sky laws and regulations of such state or where you are not qualified to act as a dealer, except for states in which the Fund or you are exempt from qualification.

State Securities Qualification. We, as Distributer, 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. Dealer agrees not to transact orders for Shares in states or jurisdictions in which it has been informed that Shares may not be sold or in which it and its personnel are not authorized to sell Shares. We are also not responsible for the issuance, form, validity, enforceability or value of Fund shares.

State Securities Qualification. The Company will provide Dallas Research's counsel with all information which such counsel determines to be necessary and otherwise cooperate with such counsel, to permit such counsel to take all necessary action to (i) qualify or register the Special Warrants for sale under the Blue Sky laws of the states of the United States in which Dallas Research determines that offers or sales will be made, or (ii) obtain an exemption from such qualification or registration in such states. The Company will promptly advise Dallas Research: (A) Of any order, request or suggestion by a securities regulator of any state for any amendment to the Memorandum or any other filed materials, or for additional information; and (B) Of any action by a securities regulator of any state suspending the registration or qualification of the Special Warrants for offer or sale in such state or denying an exemption from such registration or qualification, or of the initiation or threat of any proceeding for such purpose, and the Company will use its best efforts to prevent such action, or if such action shall be taken, to obtain the withdrawal thereof at the earliest practicable date. The Company will provide Dallas Research any additional information, documents and instruments which Dallas Research shall deem necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Special Warrants are to be offered for sale or sold. The Company will cooperate with Dallas Research's counsel in filing all post-Offering forms, documents or materials and take all other post-Offering actions required by the Blue Sky laws of the states in which the Special Warrants have been offered or sold.

State Securities Qualification. The Company will provide Sunrise's counsel with all information which such counsel determines to be necessary and otherwise cooperate with such counsel, to permit such counsel to take all necessary action to (i) qualify or register the Special Warrants for sale under the Blue Sky laws of the states of the United States in which Sunrise determines that offers or sales will be made,

State Securities Qualification. The Company will provide its counsel with all information which such counsel determines to be necessary and otherwise cooperate with such counsel, to permit such counsel to take all necessary or appropriate action under the Blue Sky laws of the states of the United States in which the Placement Manager determines, in consultation with Company management, that offers or sales will be made. The Company will promptly advise the Placement Manager: (i) Of any order, request or suggestion by a securities regulator of any state for any filed materials, or for additional information; and (ii) Of any action by a securities regulator of any state suspending the registration or qualification of the Securities for offer or sale in such state or denying an exemption from such registration or qualification, or of the initiation or threat of any proceeding for such purpose, and the Company will use its best efforts to prevent such action, or if such action shall be taken, to obtain the withdrawal thereof at the earliest practicable date. The Company will provide the Placement Manager any additional information, documents and instruments necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Shares are to be offered for sale or sold. The Company will file all post-Offering forms, documents or materials and take all other post-Offering actions required by the Blue Sky laws of the states in which the Shares have been offered or sold.

State Securities Qualification. The Company will provide its ------------------------------ counsel with all information which such counsel determines to be necessary and otherwise cooperate with such counsel, to permit such counsel to take all necessary or appropriate action under the Blue Sky laws of the states of the United States in which the Placement Manager determines, in consultation with Company management, that offers or sales will be made. The Company will promptly advise the Placement Manager: (A) Of any order, request or suggestion by a securities regulator of any state for any amendment to the Memorandum or any other filed materials, or for additional information; and (B) Of any action by a securities regulator of any state suspending the registration or qualification of the Securities for offer or sale in such state or denying an exemption from such registration or qualification, or of the initiation or threat of any proceeding for such purpose, and the Company will use its best efforts to prevent such action, or if such action shall be taken, to obtain the withdrawal thereof at the earliest practicable date. The Company will provide the Placement Manager any additional information, documents and instruments necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Shares are to be offered for sale or sold. The Company will file all post-Offering forms, documents or materials and take all other post-Offering actions required by the Blue Sky laws of the states in which the Shares have been offered or sold.