State Securities Registration. AbTech will cause its counsel to take all necessary action and file all necessary forms and documents in order to obtain an exemption from qualification or registration of the Securities for sale under the securities laws of the states in which offers or sales will be made, such states to be mutually agreed upon between AbTech and the Placement Agent. AbTech will promptly advise the Placement Agent: (i) if any securities regulator of any state shall make a request or suggestion of or to AbTech of any amendment to the Memorandum or for any additional information, including the nature and substance thereof, and (ii) of the issuance of a stop order suspending the sale of the Units in any state, including the initiation or threatening of any proceeding for such purpose, and AbTech will use its reasonable best efforts to prevent the issuance of such a stop order, or if such an order shall be issued, to obtain the withdrawal thereof at the earliest reasonably practicable date. AbTech will provide the Placement Agent with any additional information, documents and instruments which the Placement Agent's counsel shall determine to be necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Units are to be offered for sale or sold for delivery for all offerees and purchasers. AbTech will file all post-offering forms, documents or materials and take all other actions required by states in which the Units have been offered or sold. The Placement Agent will not make offers or sales of the Units in any jurisdiction in which the Units are not exempt from qualification or registration.
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State Securities Registration. AbTech The Company will cause its counsel to take all necessary action and file all necessary forms and documents in order to obtain an exemption from qualification or registration of the Securities Debentures for sale under the securities laws of the states in which offers or sales will be made, such states to be mutually agreed upon between AbTech the Company and the Placement Agent. AbTech The Company will promptly advise the Placement Agent:
(i) if any securities regulator of any state shall make a request or suggestion of or to AbTech the Company of any amendment to the Memorandum or for any additional information, including the nature and substance thereof, and
(ii) of the issuance of a stop order suspending the sale of the Units Debentures in any state, including the initiation or threatening of any proceeding for such purpose, and AbTech the Company will use its reasonable best efforts to prevent the issuance of such a stop order, or if such an order shall be issued, to obtain the withdrawal thereof at the earliest reasonably practicable date. AbTech The Company will provide the Placement Agent with any additional information, documents and instruments which the Placement Agent's counsel shall determine to be necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Units are to be offered for sale or sold for delivery for to all offerees and purchasers. AbTech The Company will file all post-offering forms, documents or materials and take all other actions required by states in which the Units have been offered or sold. The Placement Agent will not make offers or sales of the Units in any jurisdiction in which the Units are not exempt from qualification or registration.
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