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

Conduct of Business; Regulatory Permits. Neither the Company nor its Subsidiary is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor its Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiary, and neither the Company nor its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary 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 Certificate Company (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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31Except as set forth in Schedule 3(n), 2002during the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed 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 Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation that are currently necessary or applicable to the operation of the Company or its Subsidiary, Subsidiaries as currently conducted and neither the Company nor any of its Subsidiary 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, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market or the SEC or other state or federal securities laws and has no knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31September 30, 20022006, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. Neither To the best knowledge of the Company, neither the Company nor its any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022005, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation 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 its Subsidiary Subsidiaries (i) is in default of or in violation of, nor has the Company or any of its Subsidiaries received a claim that it is in default under or that it is in violation of, any Reportable Contract (as defined in the Merger Agreement) (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 the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, the Company is not in violation of any of the rules, regulations or requirements of Nasdaq and, to the Principal Market and has Company’s Knowledge, there exist no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market Nasdaq in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary 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 of the Certificate of Incorporation Company or the Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31November 30, 2002, 2007 (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 of the Certificate of Incorporation Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022005, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022006, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 foregoingSince June 30, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022008, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter documents or bylaws, respectively. Neither the Company nor its any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiary, and neither the Company nor its Subsidiary will conduct its business in violation of any of the foregoingSubsidiaries, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20022003, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except (i) with respect to future development of property and (ii) where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor its 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. (i) Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation Association or Bylaws Memorandum or their organizational charter or memorandum of association or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, other than as set forth in the Delisting Letter, 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 that which would reasonably be expected to lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the Common Stock has Ordinary Shares have been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) other than the Delisting Letter, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Ordinary Shares from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022003, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate Memorandum of Incorporation Association or Bylaws Articles of Association or their organizational charter or bylawsmemorandum of association or articles of association (or equivalent), respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 12, 20022007, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received there are no communicationcurrently outstanding communications, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation that are currently necessary or applicable to the operation of the Company or its Subsidiary, Subsidiaries as currently conducted and as described in the PPM and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31June 30, 20022006, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary any of the Company Subsidiaries is in violation of any term of or in default under the Certificate Company Articles of Incorporation Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of the Company Subsidiaries or Company Bylaws or their organizational charter charter, certificate of formation, memorandum of association, articles of association, articles of incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor its Subsidiary any of the Company Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaryany of the Company Subsidiaries, and neither the Company nor its Subsidiary any of the Company 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 Company Material Adverse Effect. Without limiting the generality of the foregoing, neither the Company nor any of the Company Subsidiaries 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 that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary each of the Company 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 Company Material Adverse Effect, and neither the Company nor its any such Company 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 the Company Subsidiaries or to which the Company or any of the Company 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 the Company Subsidiaries, any acquisition of property by the Company or any of the Company Subsidiaries or the conduct of business by the Company or any of the Company 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 Company Material Adverse Effect with respect to the Company or any of the Company Subsidiaries.

Conduct of Business; Regulatory Permits. Neither the Company nor its Subsidiary 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead Market. During the two (2) years prior to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under its Articles, any certificate of designation, preferences or rights of any other outstanding series of preferred shares of the Certificate Company or any of Incorporation its Subsidiaries or Bylaws bylaws or their organizational charter charter, certificate of formation, memorandum of association, articles of association, certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, (i) 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 (other than Nasdaq’s minimum bid price requirements for continued listing (the “Minimum Bid Price Requirement”)) or circumstances that would reasonably lead to delisting or suspension of under Canadian Securities Laws, (ii) the Common Stock by Shares have been listed or designated for quotation on the Principal Market in the foreseeable future. Since December 31since August 1, 20022019, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (iiiii) trading in the Common Stock Shares has not been suspended by the SEC SEC, any Canadian securities regulatory authorities or the Principal Market and (iiiiv) the Company has received no communication, written or oral, from the SEC SEC, any Canadian securities regulatory authorities or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market (except as disclosed in the SEC Documents other than with respect to minimum bid price maintenancethe Minimum Bid Price Requirement). The Company and each of its Subsidiary 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 neither the Company nor its 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.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or its Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 3116, 20022005, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except Market. Except as disclosed in set forth on Schedule 3(n), the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation 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 its Subsidiary Subsidiaries is in (i) default of, or in violation of, nor has the Company or any of 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 the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed in the SEC Reports, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market Nasdaq 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 Nasdaq in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the one year prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except Market. Except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Documents, the Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed or described in the Recent SEC Documents, 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 or circumstances that would could reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futurefuture (other than that the recent trading price of the Common Stock has been below $1.00). Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market (or Eligible Market, as applicable), (ii) trading in the 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) the Company has received no communication, written or oral, from the SEC or the Principal Market (or Eligible Market, as applicable) regarding the suspension or delisting of the Common Stock from the Principal Market (except or Eligible Market, as disclosed in the SEC Documents with respect to minimum bid price maintenanceapplicable). The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead be expected to result in delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20022012, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC Commission or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC Commission or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market Market. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and 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 as disclosed in all cases for possible defaults or violations which would not, individually or in the SEC Documents with respect aggregate, reasonably be expected to minimum bid price maintenance)result in a Material Adverse Effect. The Company and each of its Subsidiary 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 havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed in Section 3(n) to the Disclosure Schedules, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022003, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, the Company is has not in received notice of and does not have Knowledge of a violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge 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 December 31, 20022004, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 Certificate Company, the Articles of Incorporation or Bylaws Code of Regulations or their organizational charter or bylawsArticles of Incorporation or Bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 Since the generality date two years prior to the date of the foregoing, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002this Agreement, (i) the Common Stock has been designated for quotation or listed on the Principal MarketMarket (or its predecessor), (ii) trading in the Common Stock has not been suspended by the SEC Commission or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC Commission or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 the certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed in the SEC Reports, the Company is not in violation of any of the rules, regulations or requirements of the Principal Trading Market and has no knowledge of any facts or circumstances that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Trading Market in the foreseeable future. Since December 31July 19, 20022013, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Trading Market, (ii) trading in the Common Stock has not been suspended by the SEC Commission or the Principal Trading Market and (iii) the Company has received no communication, written or oral, from the SEC Commission or the Principal Trading Market regarding the suspension or delisting of the Common Stock from the Principal Trading Market (except other than as disclosed in the SEC Documents with respect to minimum bid price maintenance)Reports. The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate of Incorporation or Bylaws its Constitution or their organizational charter charter, certificate of incorporation or bylawsother organizational documents or bylaws or other governing documents, respectively. Neither Except as set forth in Schedule 3(m), neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 January 27, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022005, (i) the Common Stock has ADRs have been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock ADRs has not been suspended by the SEC SEC, the ASIC, the ASX or the Principal Market Market, other than pursuant to the request of the Company, and (iii) except as set forth in Schedule 3(m), the Company has received no communication, written or oral, from the SEC SEC, the ASIC, the ASX or the Principal Market regarding the suspension or delisting of the Common Stock ADRs from the Principal Market (except as disclosed in Market, other than pursuant to the SEC Documents with respect to minimum bid price maintenance)request of the Company. The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state state, territory 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock from trading by the Principal Market in the foreseeable future. Since Except as set forth in Schedule 3(n), since December 3115, 2002, 2006 (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from trading on the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company Issuer nor its Subsidiary Subsidiaries is in violation of (x) any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor its Subsidiary is in violation of respectively or (y) any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Issuer or its SubsidiarySubsidiaries, and neither the Company nor its Subsidiary will conduct its business except in violation of any either of the foregoingforegoing cases, 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, the Company Issuer 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 that which would reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureMarket. Since December 31, 20022005, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) no executive officer of the Company Issuer has received no any communication, written or oral, from the SEC or the Principal Market regarding threatening the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company Issuer and its Subsidiary 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 neither the Company Issuer nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock or Bylaws or their organizational charter or bylaws, respectivelyBylaws. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither none of the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31June 29, 20022001, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation that are currently necessary or applicable to the operation of the Company or its SubsidiarySubsidiaries as currently conducted and as described on the Company's Form 10-K for the year-ended September 30, 2005 and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31September 30, 20022005, except as set forth in Schedule (n), (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31September 30, 20022005, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or Articles of Incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. (i) Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation Association or Bylaws Memorandum or their organizational charter or memorandum of association or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably be expected to lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the Common Stock has Ordinary Shares have been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Ordinary Shares from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate of Designations, its Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiary, and neither the Company nor its Subsidiary will conduct its business in violation of any of the foregoingSubsidiaries, 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, the Company is not in violation of any of the applicable rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futurenext twelve months, except for any violations that would not have, individually or in the aggregate, a Material Adverse Effect. Since Except as disclosed on Schedule 3(n), since December 31, 20022003, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) other than in connection with the events leading to the movement of the listing of the Common Stock from the Nasdaq National Market to the Principal Market, the Company has received no communication, written or oral, from the SEC or the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or the Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither Since December 31, 2003, neither the Company Company, any of its Subsidiaries nor its Subsidiary any officer or director thereof is or has been in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Company, its Subsidiaries or its Subsidiaryofficer or director thereof, and neither the Company Company, any of its Subsidiaries nor its Subsidiary officer or director thereof will conduct its business in violation of any of the foregoing, except for possible violations which would that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, 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 that would reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market in the foreseeable future. Since December 31, 20022003, (i) the Common Stock has Shares have been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock Shares has not been suspended by the SEC SEC, the CSA or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC SEC, the CSA or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. The Company is a reporting issuer not in default of any requirements under applicable Canadian Securities Laws and is eligible to use the Short Form Prospectus System, established under National Instrument 44-101 of the CSA (the “POP System”).

Conduct of Business; Regulatory Permits. Neither the Company nor its Subsidiary 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 Company, its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company Issuer nor its Subsidiary Subsidiaries is in violation of (x) any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor its Subsidiary is in violation of respectively or (y) any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Issuer or its SubsidiarySubsidiaries, and neither the Company nor its Subsidiary will conduct its business except in violation of any either of the foregoingforegoing cases, 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, the Company Issuer 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 that which would reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureMarket. Since December 31, 20022004, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) no executive officer of the Company Issuer has received no any communication, written or oral, from the SEC or the Principal Market regarding threatening the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company Issuer and its Subsidiary 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 neither the Company Issuer nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed in the SEC Reports, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market Nasdaq 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 Nasdaq in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022003, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate Articles of Incorporation or Bylaws or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree decree, or order or any statute, ordinance, rule rule, or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, the Company is not in violation of any of the rules, regulations regulations, or requirements of the Principal Market and has no knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31April 30, 2002, 2006 (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary Subsidiaries possess all certificates, authorizations 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 neither the Company nor its any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization authorization, or permit.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 foregoingSince January 1, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022010, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or or, except as disclosed in the SEC Documents, the Principal Market regarding or relating to the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, other than as expressly disclosed in the Company’s SEC Documents, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022004, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary 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 Company (if any), its Certificate of Incorporation or Bylaws (as defined below) or any of their other organizational charter or bylaws, respectivelygoverning documents. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary will conduct Subsidiaries presently conducts its business in violation of any of the foregoing, except as disclosed on Schedule 3(m) and for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting During the generality of two (2) years prior to the foregoingdate hereof, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed quoted on the Principal MarketOTC Markets Group quotation system. During the two (2) years prior to the date hereof, (iii) trading in the Common Stock has not been suspended by the SEC SEC, FINRA or the Principal Market OTC Markets Group and (iiiii) the Company has received no communication, written or oral, from the SEC SEC, FINRA or the Principal Market OTC Markets Group regarding the suspension or delisting removal of the trading of the Common Stock from on the Principal Market (except OTC Markets Group quotation system. Except as disclosed in on Schedule 3(m), the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its any Subsidiary is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor its any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its any Subsidiary, and neither the Company nor its any Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such its certificate, authorization or permit.

Conduct of Business; Regulatory Permits. Neither Except as set for the in Schedule 3(n), neither the Company nor any of its Subsidiary Subsidiaries (i) is in violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor its Subsidiary , (ii) is in violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor its Subsidiary or (iii) will conduct its business in violation of any of the foregoingforegoing except, 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock from trading by the Principal Market in the foreseeable future. Since December 31Except as set forth in Schedule 3(n), 2002during the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or quotation by the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from quotation on the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary Subsidiaries will knowingly 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock from trading by the Principal Market in the foreseeable future. Since December 31Except as set forth in Schedule 3(n), 2002during the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from trading on the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would could reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20022009, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary any of the Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of the Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor its Subsidiary any of the Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaryany of the Subsidiaries, and neither the Company nor its Subsidiary any of the 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, 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 that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futurefuture (other than the potential of its stock price decreasing below $1.00). Since December 31January 1, 20022006, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary each of the 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 neither the Company nor its 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. Neither the The Company nor its Subsidiary is not in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the The Company nor its Subsidiary is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiaryCompany, and neither the Company nor its Subsidiary 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 disclosed in the SEC Documents, 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 that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20022015, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary possess possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the The Company nor its Subsidiary is not in violation of any term of or in default under its Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Certificate of Incorporation Company or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the The Company nor its Subsidiary is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiaryCompany, and neither the Company nor its Subsidiary 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 disclosed in the SEC Documents, 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 that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20022011, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary possess possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Certificate Company or any of Incorporation its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or bylaws, respectively. Neither Except as set forth in the SEC Documents, neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its respective Certificate of Incorporation 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 its Subsidiary Subsidiaries (i) is in default of or in violation of, nor has the Company or any of 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 the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed in the SEC Reports, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market Nasdaq 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 Nasdaq in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under its certificate of incorporation, the Certificate of Incorporation Designation, any other certificate of designation, preferences or Bylaws rights of any other outstanding series of preferred stock of the Company or its bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, to the best of its knowledge, 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 that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its respective Certificates or Articles of Incorporation or its Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, the Company is not in violation of any of the rules, regulations or requirements of the Principal Approved Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal its Approved Market in the foreseeable future. Since December 31March 10, 20022006, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter charter, certificate of incorporation or bylawsother organizational documents or bylaws or other governing documents, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 January 27, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 20022005, (i) the Common Stock has ADRs have been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock ADRs has not been suspended by the SEC SEC, the ASIC, the ASX or the Principal Market Market, other than pursuant to the request of the Company, and (iii) the Company has received no communication, written or oral, from the SEC SEC, the ASIC, the ASX or the Principal Market regarding the suspension or delisting of the Common Stock ADRs from the Principal Market (except as disclosed in Market, other than pursuant to the SEC Documents with respect to minimum bid price maintenance)request of the Company. The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state state, territory 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 Certificate Company, its Articles of Incorporation or Bylaws (as defined in Section 3(r)) or their organizational charter or articles of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the The Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading . Trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has not received no any communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary 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 Certificate Company, its Articles of Incorporation or Bylaws or their its organizational charter or bylawsarticles of incorporation or bylaws (or similar governing documents), respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation or other Requirement of Law applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31During the two years prior to the date hereof, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market. During the two years prior to the date hereof, (iii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary 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 Certificate of Incorporation Company or Bylaws a Subsidiary or their organizational charter or its bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation in any material respect of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its such Subsidiary, and neither the Company nor its any Subsidiary will conduct its business in material 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, the The Company is not in violation in any material respect of any of the rules, regulations or requirements of the Principal Market 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 December 31January 1, 20022010, (i) the Common Stock has been designated for quotation or listed and included for listing on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has not received no any communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither none of the Company nor or any of its Subsidiary Subsidiaries has received any notice of, and to the Knowledge of the Company there are no threatened, proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiary Subsidiaries is in material violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in material violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31During the two (2) years prior to the date hereof, 2002except as disclosed in the SEC Documents filed at least three Business Days prior to the date of this Agreement, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation 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 its Subsidiary Subsidiaries (i) is in default of or in violation of, nor has the Company or any of 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 the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed in the SEC Reports, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market Nasdaq 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 Nasdaq in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Certificate Company or any of Incorporation its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither Except for the NYSE MKT Non-Compliance, neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 Except for the generality of the foregoingNYSE MKT Non-Compliance, the Company is not in violation of any of the rulessince January 1, regulations or requirements of the Principal Market 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 December 31, 20022010, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Market, NYSE MKT and (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) NYSE MKT. Except for the NYSE MKT Non-Compliance, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting and each of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary 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 neither the Company nor its 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. Neither the The Company nor its Subsidiary 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 Company, its Certificate of Incorporation or Bylaws (as such terms are defined below) or their its organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, respectively. Neither the The Company nor its Subsidiary is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiaryCompany, and neither the Company nor its Subsidiary will shall not 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31Except as set forth in Schedule 3(n), 2002during the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary possess possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businessesits business, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor its 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. Neither the The Company nor its Subsidiary is not in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their its organizational charter or bylaws. Except as disclosed in Schedule 3(n), respectively. Neither the Company nor its Subsidiary is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiaryCompany, and neither the Company nor its Subsidiary will not 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, the Company is not in violation of any of the rules, regulations or requirements of The Nasdaq SmallCap Market (the “Principal Market Market”) and has no knowledge of any facts or circumstances that which would reasonably lead to delisting or suspension of the Class A Common Stock by the Principal Market in the foreseeable future. Since December 3111, 20022003, (i) the Class A Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Class A Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Class A Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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), 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since Except as disclosed in Schedule 3(n), since December 31, 20022003, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, the Certificate of Incorporation Designations, any other certificate of designation, preferences or rights of 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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), the Company is not in violation of any of the rulessince January 1, regulations or requirements of the Principal Market 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 December 31, 20022007, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or its Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, the Company is not in violation of any of the rules, regulations or requirements of the Principal Approved Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal its Approved Market in the foreseeable future. Since December 31March 10, 20022006, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except Market. Except as disclosed in set forth on Schedule 3(o), the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary ------------------------------------------ Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or Articles of Incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 of the Certificate of Incorporation Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31October 7, 20022005, (i) the Common Stock has been designated for quotation or listed on the Principal Market. Since December 31, 2005, (iii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under its Charter, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Certificate Company or any of Incorporation its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed in the SEC Documents, 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 that would could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20022013, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation 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 its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 6, 20022006, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary Subsidiaries is or 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the one (1) year prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 of the Certificate of Incorporation Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the The Common Stock has been is designated for quotation or listed on the Principal Market. Since August 29, 2006, (iii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither Except as set forth on Schedule 3(n), neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation and certificate of designations of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither Except as set forth on Schedule 3(n), neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 disclosed on Schedule 3(n), 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31Except as disclosed on Schedule 3(n), 2002during the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary Subsidiaries is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor its any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor its Subsidiary 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 Company, its Certificate of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31July 13, 20022007, (i) the Common Stock has been designated for quotation or listed on the Principal Market. Since July, 13 2007, (iii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under the its Certificate of Incorporation Incorporation, any certificate of designations, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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. The Company and 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 neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. Without limiting the generality of the foregoing, except as set forth on Schedule 3(m), 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 that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002the Company Effective Date, (i) the Common Stock has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance). The Company and its Subsidiary 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 neither the Company nor its Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permitMarket.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any term of or in default under its Articles of Association, any certificate of designation, preferences or rights of any other outstanding series of preferred shares of the Certificate Company or any of Incorporation its Subsidiaries or Bylaws Memorandum of Association or their organizational charter charter, certificate of formation, memorandum of association, articles of association, Articles of Association or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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 set forth on Schedule 3(n) attached hereto, the Company Company, to its knowledge, 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 that would could reasonably lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. Since December 31May 2, 20022019, (i) the Common Stock Ordinary Shares has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Ordinary Shares from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 neither the Company nor its 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. Neither the Company nor any of its Subsidiary subsidiaries is in violation of any term of or in default under its organizational documents including its certificate of incorporation, bylaws, certificate of formation, any other organizational charter, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Certificate Company or any of Incorporation or Bylaws or their organizational charter or bylawsits subsidiaries, respectively. Neither the Company nor any of its Subsidiary subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiarysubsidiaries, and neither the Company nor its Subsidiary 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 disclosed in the SEC Documents, 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 that would could reasonably lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. Since December 31June 20, 20022018, (i) the Common Stock has Ordinary Shares have been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock Ordinary Shares has not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Ordinary Shares from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and each of its Subsidiary 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 neither the Company nor its Subsidiary 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. Neither the Company nor its Subsidiary is in violation of any term of or in default under the Certificate of Incorporation or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor its any Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiary, and neither the Company nor its Subsidiary will conduct its business in violation of any of the foregoing, except for violations or possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company has not been notified that it is not currently in violation of any of the rules, regulations or requirements of the Principal Market 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 December 31, 20022004, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its any such Subsidiary has received any notice of current or pending proceedings relating to the revocation or modification of any such certificate, authorization or permit.

Conduct of Business; Regulatory Permits. Neither the Company nor ----------------------------------------- any of its Subsidiary Subsidiaries is in material violation of any term of or in default under the Certificate its Articles of Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiary Subsidiaries is in material violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its SubsidiarySubsidiaries, and neither the Company nor any of its Subsidiary 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, 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 that which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2002During the two (2) years prior to the date hereof, (i) the Common Stock has been designated for quotation or listed on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market (except as disclosed in the SEC Documents with respect to minimum bid price maintenance)Market. The Company and its Subsidiary 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 neither the Company nor its any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.