Common use of Conduct of Business; Regulatory Permits Clause in Contracts

Conduct of Business; Regulatory Permits. None of Parent, the Company or any of their respective Subsidiaries is in violation of any term of or in default under any of the Charter Documents. None of Parent, the Company or any of their respective Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market. Parent, the Company and their respective Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoingSince December 31, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 20132003, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of ParentExcept as disclosed in Schedule 3(n), neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Except as disclosed in Schedule 3(n), neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in the SEC Documents, 2013during the two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Class A Common Stock by the Principal Market in the foreseeable future. Since September 30January 31, 20132004, (i) the Ordinary Shares have Class A Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Class A Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Class A Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter Documents. None of ParentCompany, the Certificate of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company or nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in each case for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013the date two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132012, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designations of Parent, any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 305, 20132006, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or bylaws, respectively. Except as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without Except as set forth in the SEC Documents or on Schedule 6.1.11, without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in the SEC Documents or described on Schedule 6.1.11, 2013during the two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectE ffect. Except as set forth on Schedule 3(n), Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as set forth on Schedule 3(n), the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusin esses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective the Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of the Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective the Subsidiaries, and neither the Company nor any of the Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Shares by the Principal Market in the foreseeable future. Since September 30Except as set forth on Schedule 3(n), 2013since January 1, 2006, (i) the Ordinary Common Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Common Shares has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Common Shares from the Principal Market. Parent, the The Company and their respective each of the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively, except in all cases for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoingSince January 1, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 20132010, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication or oral, from the SEC or, to except as disclosed in the knowledge of ParentSEC Documents, oral communication from the Principal Market regarding or relating to the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under the Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany, its Certificate of Incorporation or Bylaws (as such terms are defined below) or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed in Schedule 3(n), 2013during the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market other than temporary trading halts as a result of material announcements and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 301, 20132011, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its charter, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Except as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Shares by the Principal Market in the foreseeable future. Since September 30January 3, 20132017, (i) the Ordinary Common Shares have been designated approved for quotation listing on the Principal Market, (ii) trading in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from Commission or the Principal Market regarding the suspension or delisting withdrawal of such approval for listing of the Ordinary Common Shares from on the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its constating documents, any certificate of designation, or bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, articles of incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to could not, individually or in the Buyers in writingaggregate, neither Parent nor have a Material Adverse Effect, the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketNasdaq or TSX. Since September 30, 2013, (i) the Ordinary The Common Shares have been designated are listed and posted for quotation trading on the Principal Market, (ii) TSX and the Nasdaq and no order ceasing or suspending trading in any securities of the Ordinary Company or prohibiting the sale or issuance of the Common Shares has not been suspended by the SEC or the Principal Market and (iii) Parent trading of any of the Company’s issued securities has received no written communication orbeen issued and, to the knowledge of Parentthe Company, oral communication from no (formal or informal) proceedings for such purpose have been threatened or are pending. The Company is in material compliance with the Principal Market regarding the suspension or delisting policies and notices of the Ordinary Shares from the Principal MarketTSX and Nasdaq. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its respective Certificate of Incorporation, any Certificate of Designation of any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of the Charter Documents. None its Subsidiaries (i) is in default of Parentor in violation of, nor has the Company or any of their respective its Subsidiaries received written notice of a claim that it is in default under or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), or (ii) is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Reports, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) Nasdaq and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading Common Stock by Nasdaq in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Marketforeseeable future. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any Certificate of Designations of any outstanding series of preferred stock or Bylaws. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such any of its Subsidiaries, and none of Parent, the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. When used in this Agreement, the term “Material Adverse Effect” means any change or development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries (taken as a whole). Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketOTCBB and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the OTCBB in the foreseeable future. Since September 30October 1, 20132003, (i) the Ordinary Shares have Common Stock has been designated for quotation listed or traded on the Principal MarketOTCBB, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market OTCBB and (iii) Parent the Company has received no communication, written communication oror oral, to the knowledge of Parent, oral communication from the Principal Market SEC or the OTCBB regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal MarketOTCBB. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designations of Parent, any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Except as set forth in Schedule 3.1(l) attached hereto, as of the date of this Agreement (i) neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without , and (ii) without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Reports, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of Nasdaq and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Principal Market. Since September 30, 2013, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading Common Stock by Nasdaq in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iiiforeseeable future. Except as set forth on Schedule 3.1(l) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market. Parentattached hereto, the Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Authorities necessary to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none and, as of Parentthe date of this Agreement, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of the Charter Documents. None Designations, Preferences and Rights of Parent, any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market, and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Company Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132001, (i) the Ordinary Shares have Company Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Company Common Stock has not been suspended by the SEC or the Principal Market, (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Company Common Stock from the Principal Market, (iv) to the knowledge of the Company, without having undertaken any affirmative independent inquiry of AVII, AVII Common Stock has been designated for quotation or listed on the Principal Market, (v) to the knowledge of the Company, without having undertaken any affirmative independent inquiry of AVII, trading in AVII Common Stock has not been suspended by the SEC or the Principal Market and (iiivi) Parent has received no written communication or, to the knowledge of Parentthe Company, oral communication without having undertaken any affirmative independent inquiry of AVII, AVII has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares AVII Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, or Bylaws. Except as would not have a Material Adverse Effect or as described in the NASDAQ Letters (as defined below), to the Company's Knowledge, neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or to such SubsidiariesSubsidiary, and none of Parent, neither the Company or nor any of their respective the Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to described in the Buyers in writingNASDAQ Letters, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no Knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132017, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as described in the NASDAQ Letters, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, Each of the Company and their respective the Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective its businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has not received any written or oral notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The "NASDAQ Letters" means the letters dated as of April 27, 2016 and October 25, 2016, delivered by the Principal Market to the Company.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132010, except as set forth on Schedule 3(n), (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation or its Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketApproved Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by its Approved Market in the foreseeable future. Since September 30March 10, 20132006, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. ParentExcept as set forth on Schedule 3(o), the Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in material violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in material violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries is, or will conduct its business business, in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two (2) years prior to the date hereof, 2013except as disclosed in the SEC Documents filed at least three Business Days prior to the date of this Agreement, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, including without limitation all foreign, federal, state and local laws relating to environmental protection, money laundering, bribery and corruption, advertising and data privacy, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which have not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the twelve (12) months prior to the applicable Closing Date, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or any amendment thereto or Bylaws or their organizational charter, certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably be expected to result in delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132012, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, Neither the Company nor any of its Subsidiaries is in default under or in violation of (and their respective no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except in all cases for possible defaults or violations which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designations of Parent, any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132005, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation. any certificate of the Charter Documents. None designation, preferences or rights of Parent, any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30May 5, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, or Bylaws. Except as would not have a Material Adverse Effect or as described in the NASDAQ Letters (as defined below), to the Company's Knowledge, neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or to such SubsidiariesSubsidiary, and none of Parent, neither the Company or nor any of their respective the Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to described in the Buyers in writingNASDAQ Letters, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no Knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132017, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as described in the NASDAQ Letters, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, Each of the Company and their respective the Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective its businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has not received any written or oral notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.or

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None determination of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132007, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, Neither the Company nor any of its Subsidiaries is in default under or in violation of (and their respective no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except in all cases for possible defaults or violations which could not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its respective Certificate of Incorporation, any certificate of designation of any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of the Charter Documents. None its Subsidiaries (i) is in default of Parentor in violation of, nor has the Company or any of their respective its Subsidiaries received written notice of a claim that it is in default under or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), or (ii) is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Reports, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) Nasdaq and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading Common Stock by Nasdaq in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Marketforeseeable future. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, the Certificate of Designations, any other certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoingExcept as set forth on Schedule 3(n), except as may otherwise be provided to the Buyers in writingsince January 1, neither Parent nor the Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 20132007, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany (if any), its Certificate of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parentthe Company, and neither the Company or such nor any of its Subsidiaries, and none of Parentif any, the Company or any of their respective Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without Except at set forth in Schedule 3(n) and without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013, (i) the Ordinary Shares have The Common Stock has been designated for quotation on the Principal MarketMarket since October 9, 2014. Except as set forth in Schedule 3(n), since October 9, 2014, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designations of Parent, any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 6, 20132006, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writingset forth on Schedule 3(n), neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132007, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132008, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market or an Eligible Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation of any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of the Charter Documents. None its Subsidiaries (i) is in default of Parentor in violation of, nor has the Company or any of their respective its Subsidiaries received notice of a claim that it is in default under or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), or (ii) is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication orNasdaq and, to the knowledge of ParentCompany’s Knowledge, oral communication from the Principal Market regarding the there exist no facts or circumstances that would reasonably lead to delisting or suspension or delisting of the Ordinary Shares from Common Stock by Nasdaq in the Principal Marketforeseeable future. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as currently conducted and as proposed to be conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany (if any), its Articles of Incorporation or Bylaws (as defined in Section 3(r)) or their organizational charter or memorandum of association or articles of incorporation or articles of association or bylaws, respectively. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in Schedule 3(n), 2013during the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market. Except as set forth in Schedule 3(n), during the two (2) years prior to the date hereof, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, as of the Closing Date, except as may otherwise be provided to the Buyers in writingset forth on Schedule 3(n), neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Class B Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth on Schedule 3(n), 2013as of the Closing Date, (i) the Ordinary Shares have Class B Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Class B Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Class B Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or Articles of Incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writingset forth on Schedule 3(n), neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as set forth on Schedule 3(n), the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September June 30, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketTrading Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Trading Market in the foreseeable future. Since September 30January 1, 20132018, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Trading Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC Commission or the Principal Trading Market and (iii) Parent the Company has received no communication, written communication oror oral, to the knowledge of Parent, oral communication from the Principal Commission or the Trading Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Trading Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany (if any), its Certificate of Incorporation or Bylaws (as defined in Section 3(r)) or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future, except as set forth on Schedule 3(n). Since September 30Except as set forth in Schedule 3(n), 2013during the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market. Except as set forth in Schedule 3(n), during the two (2) years prior to the date hereof, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under any the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. To the Knowledge of the Charter Documents. None of ParentCompany, neither the Company or nor any of their respective Subsidiaries Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writingKnowledge of the Company, neither Parent nor the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal MarketMarket and the Company has no Knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as disclosed in Schedule 3(m), the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the violation of a Nasdaq Marketplace Rule or the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none and, to the Knowledge of Parentthe Company, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any Bylaws or their organizational charter, certificate of their respective Subsidiaries formation or certificate of incorporation or bylaws, respectively. The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parentthe Company, and the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132011, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as disclosed in the SEC Documents, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective its businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under any the Certificate of the Charter DocumentsIncorporation or Bylaws or their organizational charter or bylaws, respectively. None of Parent, Neither the Company or nor any of their respective Subsidiaries Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market Market, and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132009, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30March 3, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective Subsidiaries its subsidiaries is in violation of any term of or in default under its organizational documents including its Certificate of Incorporation, any other organizational charter, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any outstanding series of preferred stock of the Company or any of their respective Subsidiaries its subsidiaries, respectively. Neither the Company nor any of its subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries its subsidiaries, and the Company will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed in the SEC Documents, 2013since January 1, 2024, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective Subsidiaries each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany (if any), its Certificate of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoingforegoing for so long any Buyer holds any Securities, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in Schedule 3(m), 2013since November 21, (i) 2017, the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market. Except as set forth in Schedule 3(m), since November 21, 2017, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or bylaws, respectively. Except as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without Except as set forth in the SEC Documents, without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as set forth in the SEC Documents, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132008, except as set forth on Schedule 3(n), (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of the Charter Documents. None Designations, Preferences and Rights of Parent, any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Except as disclosed in Schedule 3(m), neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Nasdaq National Market (or in the event that the Company is no longer listed with the Nasdaq National Market, the market or exchange on which the Common Stock is then listed and traded, which only may be The New York Stock Exchange, Inc., the American Stock Exchange or The Nasdaq SmallCap Market) (any such market being the "PRINCIPAL MARKET") and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal MarketMarket in the foreseeable future. Since September 30Except as disclosed on Schedule 3(m), 2013since December 31, 2002, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, Bylaws, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132008, other than as set forth in the SEC Documents, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of ParentExcept as disclosed in Schedule 3(n), neither the Company or nor any of their respective its Restricted Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Restricted Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Restricted Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Restricted Subsidiaries, and neither the Company nor any of its Restricted Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers disclosed in writingSchedule 3(n), neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed in Schedule 3(n), 2013during the two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Restricted Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Restricted Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designations of any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parentits Subsidiaries is in (i) default of, or in violation of, nor has the Company or any of their respective its Subsidiaries received written notice of a claim that it is in default under or that it is in violation of, any Contract (whether or not such default or violation has been waived) or (ii) violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except in each case for possible defaults or violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Reports, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of Nasdaq and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Principal Market. Since September 30, 2013, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading Common Stock by Nasdaq in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Marketforeseeable future. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective Subsidiaries is in violation of any term of or in default under any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed or described in the Buyers in writingRecent SEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market or any Eligible Market, as applicable, and has no knowledge of any facts that could reasonably be expected to lead to delisting or suspension of the Common Stock in the foreseeable future (other than that the recent trading price of the Common Stock has been below $1.00). Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market (or Eligible Market, as applicable), (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market (or Eligible Market, as applicable) (other than as requested by the Company in connection with the dissemination of material information), and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market (or Eligible Market, as applicable) regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market (or Eligible Market, as applicable). Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permitpermit that could otherwise reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation or Bylaws or their organizational charter or Articles of Incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective Subsidiaries its subsidiaries is in violation of any term of or in default under its organizational documents including its Certificate of Incorporation, any other organizational charter, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any outstanding series of preferred stock of the Company or any of their respective Subsidiaries its subsidiaries, respectively. Neither the Company nor any of its subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries its subsidiaries, and the Company will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed in the SEC Documents, 2013since January 1, 2024, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, or (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective Subsidiaries each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132009, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of the Charter Documents. None Designations, Preferences and Rights of Parent, any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Except as disclosed in Schedule 3(n), neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Nasdaq National Market (the "PRINCIPAL MARKET") and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal MarketMarket in the foreseeable future. Since September 30Except as disclosed on Schedule 3(n), 2013since December 31, 2001, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designations, preferences or rights of Parent, any outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where the receipt or subject of such notice would not have, individually or in the aggregate, a Material Adverse Effect.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, the Certificate of Designations, the Existing Certificate of Designations, any other certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal MarketMarket or The American Stock Exchange, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future and the Company is in compliance with all requirements in order to maintain listing or quotation on the Principal Market (including reporting requirements under the 1934 Act). Since September 30December 5, 20132011, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication or oral, from the SEC or, to except as disclosed in the knowledge of ParentSEC Documents, oral communication from the Principal Market regarding or relating to the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation or its Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 16, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. ParentExcept as set forth on Schedule 3(n), the Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under the Charter, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of their respective its Subsidiaries, the Bylaws or any organizational document, certificate of formation or certificate of incorporation or bylaws of any of the Subsidiaries. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132012, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013During the two years prior to the date hereof, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to the knowledge of Parent, oral communication from the Principal Market SEC regarding the suspension or delisting of trading of the Ordinary Shares from the Principal MarketCommon Stock. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writingdescribed on Schedule 3(n) attached hereto, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132009, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designations of Parent, any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September November 30, 2013, 2007 (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30April 22, 20132008, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication or oral, from the SEC or, to except as disclosed in the knowledge of ParentSEC Documents, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany (if any), its Certificate of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parentthe Company, and neither the Company or such nor any of its Subsidiaries, and none of Parentif any, the Company or any of their respective Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without Except as set forth in Schedule 3(n) and without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013, (i) the Ordinary Shares have The Common Stock has been designated for quotation on the Principal MarketMarket since October 9, 2014. Except as set forth in Schedule 3(n), since October 9, 2014, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective Subsidiaries is in violation of any term of or in default under any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoingSince January 1, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 20132012, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC Commission or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from Commission or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, Neither the Company nor any of its Subsidiaries is in default under or in violation of (and their respective no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), except in all cases for possible defaults or violations which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation that are currently necessary or applicable to Parent, the operation of the Company or such Subsidiaries, its Subsidiaries as currently conducted and none of Parent, as described in the PPM and neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, foregoing except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September June 30, 20132006, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under any the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. To the best knowledge of the Charter Documents. None of ParentCompany, neither the Company or nor any of their respective Subsidiaries Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except in each case for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132004, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany (if any), its Articles of Incorporation or Bylaws or their organizational charter or memorandum of association or articles of incorporation or articles of association or bylaws, respectively. None of ParentExcept as set forth in Schedule 3(n), neither the Company or nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers set forth in writingSchedule 3(n), neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two (2) years prior to the date hereof, 2013, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market. Except as set forth in Schedule 3(n), during the two (2) years prior to the date hereof, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132003, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, organizational documents, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws, their respective organizational charter, certificate of formation, memorandum of association, articles of association or certificate of incorporation or bylaws or other organizational documents, respectively. Except as disclosed on Schedule 3(n), neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132022, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as disclosed in the SEC documents, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible or actual violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoingExcept as disclosed in Schedule 3(n), except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as disclosed in Schedule 3(n), 2013since December 31, 2003, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock or Bylaws. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such any of its Subsidiaries, and none of Parent, the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30June 29, 20132001, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 20132005, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or SEC, the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of ParentSEC, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any Bylaws or their organizational charter, certificate of their respective Subsidiaries formation or certificate of incorporation or bylaws, respectively. The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parentthe Company, and the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132015, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as disclosed in the SEC Documents, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective its businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, certificate of incorporation (or such equivalent organizational document), any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, the OTCQX or the OTCQB, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designations of Parent, any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013, (i) the Ordinary Shares have been The Common Stock is designated for quotation on the Principal Market. Since August 29, 2006, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under any certificate of designations or articles of amendment of any outstanding series of preference shares of the Charter Documents. None of ParentCompany (if any), the Company or any of their respective Subsidiaries articles, bylaws or other constating documents, as applicable. Neither the Company nor any of its Subsidiaries, nor Delrand Resources Limited ("Delrand") is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation or other lawful requirements of any governmental or regulatory body applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries or Delrand, as applicable, and neither the Company nor any of its Subsidiaries nor Delrand will conduct its respective business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of either Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Shares by either Principal MarketMarket in the foreseeable future. Since September 30Except as set forth in Schedule 3(n), 2013during the two (2) years prior to the date hereof, (i) the Ordinary Common Shares have been designated for quotation on the Principal MarketMarkets. Except as set forth in Schedule 3(n), during the two (2) years prior to the date hereof, (iii) trading in the Ordinary Common Shares has not been suspended by the SEC SEC, the CSA or the either Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to the knowledge of Parent, oral communication from the SEC, the CSA or either Principal Market regarding the suspension or delisting of the Ordinary Common Shares from the either Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, provincial or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. Neither the Company nor any of its Subsidiaries has received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions, licenses, leases or other instruments conferring mineral rights, including in respect of the Material Properties and the Material Permits.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of Preferred Stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or bylaws, respectively. Except as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without Except as set forth in the SEC Documents, without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30Except as set forth in the SEC Documents, 2013during the two years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30July 7, 20132011, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective Subsidiaries its subsidiaries is in violation of any term of or in default under its organizational documents including its Certificate of Incorporation, any other organizational charter, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any outstanding series of preferred stock of the Company or any of their respective Subsidiaries its subsidiaries, respectively. Neither the Company nor any of its subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries its subsidiaries, and the Company will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132023, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as disclosed in the SEC Documents, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective Subsidiaries each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 20132008, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor ----------------------------------------- any of their respective its Subsidiaries is in material violation of any term of or in default under its Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in material violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries is, or will conduct its business business, in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Charter, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Documents, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30January 1, 2013, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent except as disclosed in the SEC Documents, the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writingdescribed on Schedule 3(n) attached hereto, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two years prior to the date hereof, 2013except as described on Schedule 3(n) attached hereto, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parentexcept as disclosed on Schedule 3(n) attached hereto, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. Except as disclosed in on Schedule 3(n) attached hereto, there is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of the Charter Documents. None of Parent, the Company or any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013During the two (2) years prior to the date hereof, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designation of any outstanding series of preferred stock of the Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of the Charter Documents. None its Subsidiaries (i) is in default of Parentor in violation of, nor has the Company or any of their respective its Subsidiaries received written notice of a claim that it is in default under or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), or (ii) is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to disclosed in the Buyers in writingSEC Reports, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) Nasdaq and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading Common Stock by Nasdaq in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Marketforeseeable future. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, the The Company or any of their respective Subsidiaries is not in violation of any term of or in default under its Articles of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any Bylaws or their organizational charter, certificate of their respective Subsidiaries formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parentthe Company, and the Company or such Subsidiaries, and none of Parent, the Company or any of their respective Subsidiaries will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which would could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the The Company is in violation of any of the rules, regulations or requirements of the Principal Market. Since September 30, 2013, (i) the Ordinary Shares have been designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) Parent has received no written communication or, to the knowledge of Parent, oral communication from the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market. Parent, the Company and their respective Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, the Company or any such Subsidiary has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of the Charter Documents. None designation, preferences or rights of Parent, any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their respective organizational charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such Subsidiaries, and none of Parent, the Company or any of their respective its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future and the Company is in compliance with all requirements in order to maintain listing or quotation on the Principal Market (including reporting requirements under the 1934 Act). Since September 30January 1, 20132012, (i) the Ordinary Shares have Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication or oral, from the SEC or, to except as disclosed in the knowledge of ParentSEC Documents, oral communication from the Principal Market regarding or relating to the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Charter DocumentsCompany, its Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. None of Parent, Neither the Company or nor any of their respective its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30During the two years prior to the date hereof, 2013, (i) the Ordinary Shares have Common Stock has been designated for quotation on the Principal Market. During the two years prior to the date hereof, (iii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. None of Parent, Neither the Company or any of their respective nor its Subsidiaries is in violation of any term of or in default under any the Certificate of the Charter DocumentsIncorporation or Bylaws or their organizational charter or bylaws, respectively. None of Parent, Neither the Company or nor any of their respective Subsidiaries Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Parent, the Company or such its Subsidiaries, and none of Parent, neither the Company or nor any of their respective its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, except as may otherwise be provided to the Buyers in writing, neither Parent nor the Company is not in violation of any of the rules, regulations or requirements of the Principal MarketMarket and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since September 30December 31, 20132002, (i) the Ordinary Shares have Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Ordinary Shares Common Stock has not been suspended by the SEC or the Principal Market and (iii) Parent the Company has received no communication, written communication oror oral, to from the knowledge of Parent, oral communication from SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares Common Stock from the Principal Market. Parent, the The Company and their respective its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and none of Parent, neither the Company or nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.