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

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”). Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation violation, in any material respect, of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in material violation of any of the foregoing. Neither the Company nor any Subsidiary nor, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effectthe Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. 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 Nasdaq Stock Market and has no knowledge of any facts or circumstances that could would reasonably lead to delisting or suspension of the Common Stock by the Principal Nasdaq Stock Market in the foreseeable future. During the one-year prior to the date hereofSince December 31, 2022, (i) the Common Stock has been listed or designated included for quotation listing on the Principal Nasdaq Stock Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Nasdaq Stock 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 Nasdaq Stock Market regarding the suspension or delisting of the Common Stock from the Principal Nasdaq Stock Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate respective Articles of IncorporationAssociation, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock shares of the Company or any of its Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively, each as amended from time to time. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries IEs will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries, 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. 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 and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof (or such shorter period as the Ordinary Shares have been listed or designated for quotation on the Principal Market), (i) the Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Reports, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Ordinary Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate Articles of 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 its the Bylaws (as defined in Section 3(r)) or their organizational documents, including its certificate of formation, memorandum of association, charter or articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation (each a “Legal Requirement”) applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 could 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 could 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 Target nor any of its Target Subsidiaries is in violation of any term of or in default under its Certificate of Incorporationorganizational documents, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company Target or any of its Target Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, association or certificate of incorporation or bylawsbylaws or other organizational documents, respectively (“Organizational Documents”)respectively. Neither the Company Target nor any of its Target Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Target or any of its Target Subsidiaries, and neither the Target nor any of its Target Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to could not, individually or in the aggregate, have a Target 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company Target and each of its Target Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, and neither the Company Target nor any of its Subsidiaries such Target 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 Target or any of its Target Subsidiaries or to which the Company Target or any of its Target 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 Target or any of its Target Subsidiaries, any acquisition of property by the Company Target or any of its Target Subsidiaries or the conduct of business by the Company Target or any of its Target 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 Target Material Adverse Effect on the Company Target or any of its Target Subsidiaries.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate Articles of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Articles of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, and neither the Company is not nor any of its Subsidiaries will conduct its business in violation of any of the rulesforegoing, regulations except in all cases for possible violations which could not, individually or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereofaggregate, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosedhave a Material Adverse Effect. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any material term under its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation association or bylaws, respectively (“Organizational Documents”)other charter documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock ADSs by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock ADSs has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock ADSs 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 ADSs from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate Certificate of designationDesignations, preferences or rights Preferences and Rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to 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 Market, and has no knowledge of any facts or circumstances that could which would reasonably lead to delisting or suspension of the Company Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereofSince December 31, 2001, (i) the Company Common Stock has been listed or designated for quotation or listed on the Principal Market, (ii) trading in the Company Common Stock has not been suspended by the SEC or the Principal Market and Market, (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Company Common Stock from the Principal Market, which (iv) to the knowledge of the Company, without having undertaken any affirmative independent inquiry of AVII, AVII Common Stock has been designated for quotation or listed on the Principal Market, (v) to the knowledge of the Company, without having undertaken any affirmative independent inquiry of AVII, trading in AVII Common Stock has not been publicly disclosedsuspended by the SEC or the Principal Market and (vi) to the knowledge of the Company, without having undertaken any affirmative independent inquiry of AVII, AVII has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the AVII Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate Articles of Incorporation, any certificate Certificate of designation, preferences or rights Designations of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)Bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and none of the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. When used in this Agreement, the term “Material Adverse Effect” means any change or development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries (taken as a whole). Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market OTCBB and has no knowledge of any facts or circumstances that could which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market OTCBB in the foreseeable future. During the one-year prior to the date hereofSince October 1, 2003, (i) the Common Stock has been listed or designated for quotation listed or traded on the Principal MarketOTCBB, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market OTCBB and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market OTCBB regarding the suspension or delisting of the Common Stock from the Principal Market, which has not been publicly disclosedOTCBB. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Company, nor any of its Significant Subsidiaries is in violation of any term under its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation bylaws or bylaws, respectively (“Organizational Documents”)other constituent documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not not, individually or in the aggregate, be reasonably be expected likely to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as disclosed in the Filed 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 could reasonably be expected to lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year 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 (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 regarding the suspension or delisting of the Common Stock from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 permit that could otherwise 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 effectshave, 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 SubsidiariesEffect.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in material violation of any term of or in default under its Certificate the Articles of Incorporation, any certificate of designation, preferences Incorporation or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, charter or articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to 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 OTCBB and has no knowledge of any facts or circumstances that could would reasonably lead to delisting or suspension of the Common Stock by the Principal Market OTCBB in the foreseeable futurefuture except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect and would not, individually or in the aggregate, reasonably lead to delisting or suspension from trading of the Common Stock by the OTCBB, FINRA or the SEC. During the one-year one (1) years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation quoted on the Principal MarketOTCBB, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market FINRA and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market OTCBB regarding the suspension or delisting cessation of quotation of the Common Stock from on the Principal Market, which has not been publicly disclosedOTCBB. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its the Certificate of Incorporation, the Bylaws, any organizational charter, certificate of formation, memorandum of association, articles of association, certificate of incorporation or bylaws of any of the Company’s Subsidiaries, or any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries Subsidiaries, except in all cases for possible violations which would not, individually or its Bylaws or their organizational documentsin the aggregate, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market, and (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 or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 effectseffects which, 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 SubsidiariesEffect.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate Memorandum of IncorporationAssociation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws Articles of Association or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Memorandum of incorporation, Association or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock ADSs by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock ADSs has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock ADSs 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 ADSs from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate Articles of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in default (and no event has occurred which, with notice or lapse of time or both, would constitute such a default or an event of default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject, or is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible defaults or violations which would not 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 any Trading Market and has no knowledge of any facts or circumstances that could would reasonably lead to delisting or suspension of the Common Stock by the Principal applicable Trading Market on which the Company is currently listed in the foreseeable future. During the one-year prior to the date hereofSince May 14, 2007, (i) the Common Stock has been listed or designated for quotation on the Principal MarketTrading Market on which the Company is listed, (ii) trading in the Common Stock has not been suspended by the SEC Commission or the Principal applicable Trading Market and (iii) the Company has received no communication, written or oral, from the SEC Commission or the Principal applicable Trading Market regarding the suspension or delisting of the Common Stock from the Principal such Trading Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as conducted on the date hereof, including without limitation, those required as of the date hereof under applicable Environmental Laws, 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 any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate Articles of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Articles of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3(m) of the Disclosure Schedule, 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of preferred stock of the Company Company, its Articles of Incorporation or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, charter or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 Trading Market and has no knowledge of any facts or circumstances that could would reasonably lead to delisting or suspension of the Common Stock by the Principal Trading Market in the foreseeable future. During the one-year prior to the date hereofSince February 18, 2011, (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 or the Principal Trading Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Trading Market regarding the suspension or delisting of the Common Stock from the Principal Trading Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreementAs used herein, commitment, judgment, injunction, order “Trading Market” means the following markets or decree binding upon the Company or any of its Subsidiaries or to exchanges on which the Company Common Stock is listed or any of its Subsidiaries is a party which has or would reasonably be expected to have quoted for trading on the effect of prohibiting or materially impairing any business practice of date in question: the Company or any of its SubsidiariesAmerican Stock Exchange, any acquisition of property by The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the Company or any of its Subsidiaries New York Stock Exchange, the OTC Bulletin Board, or the conduct of business “Pink Sheets” published 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.Pink OTC Markets Inc.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of IncorporationAmended And Restated Memorandum And Articles Of Association, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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. Without limiting the generality of the foregoing, except as 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 Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof, (i) the Common Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Common Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the Company’s 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 Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws (as defined in Section 3(r)) or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, charter or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation (each a “Legal Requirement”) applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 could 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 could 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 Parent nor any of its Subsidiaries is in violation of any term under its Certificate articles of Incorporationincorporation, any certificate certificates of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their bylaws, organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporationor operating agreement, certificate of incorporation or bylaws, respectively (“Organizational Documents”)as applicable. Neither the Company Parent nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Parent or any of its Subsidiaries, and neither Parent nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse EffectEffect on Parent and its Subsidiaries. Without limiting the generality of the foregoing, the Company Parent 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 could reasonably lead to delisting or suspension of the Parent Common Stock by the Principal Market NASDAQ in the foreseeable future. During the one-one year prior to the date hereof, (i) the Parent Common Stock has been listed or designated for quotation on the Principal MarketNASDAQ, (ii) trading in the Parent Common Stock has not been suspended by the SEC or the Principal Market NASDAQ and (iii) the Company Parent has received no communication, written or oral, from the SEC or the Principal Market NASDAQ regarding the suspension or delisting of the Parent Common Stock from the Principal MarketNASDAQ, which has not been publicly disclosed. The Company Parent and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Parent and its Subsidiaries, and neither the Company Parent nor any of its Subsidiaries 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 Parent or any of its Subsidiaries or to which the Company Parent 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 Parent or any of its Subsidiaries, any acquisition of property by the Company Parent or any of its Subsidiaries or the conduct of business by the Company Parent 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 Parent and its Subsidiaries.. ​

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate Amended and Restated Articles of IncorporationAssociation, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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, 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 could would reasonably lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. During the one-year prior to the date hereofSince August 25, 2022, except as set forth in Schedule 3(m), (i) the Common Stock has Ordinary Shares have been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries or VIEs is in violation of any term of or in default under its Certificate Amended and Restated Memorandum and Articles of IncorporationAssociation, as amended from time to time, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock shares of the Company or any of its Subsidiaries or its Bylaws VIEs or their organizational documents, including its certificate of formation, memorandum of association, and articles of association, articles organizational charter, certificate of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries or VIEs is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiariesSubsidiaries or VIEs, and neither the Company nor any of its Subsidiaries or VIEs will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries and VIEs 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary or VIE 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 or VIEs 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 SubsidiariesSubsidiaries or VIEs, any acquisition of property by the Company or any of its Subsidiaries or VIEs, the conduct of business by the Company or any of its Subsidiaries or VIEs 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 SubsidiariesSubsidiaries or VIEs. 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 and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Class A Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof (or such shorter period as the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market), (i) the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Class A Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Reports, 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 Ordinary Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries Subsidiary is in violation of any term under its Certificate Articles of 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 its Bylaws or their Company, organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries Subsidiary is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any Subsidiary, and neither the Company nor any Subsidiary will conduct its business in violation of its Subsidiariesany of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse EffectEffect and with the exception of the Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. federal law the violation of which is predicated upon a violation of the Controlled Substances Act as it applies to marijuana. 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 Markets and has no knowledge Knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market Markets in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal MarketMarkets, (ii) trading in the Common Stock has not been suspended by the SEC SEC, the Ontario Securities Commission (“OSC”) or the Principal Market Markets and (iii) the Company has received no communication, written or oral, from the SEC SEC, OSC or the Principal Market Markets regarding the suspension or delisting of the Common Stock from the Principal Market, which has not been publicly disclosedMarkets. The Company and each of its Subsidiaries any Subsidiary possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiary or to which the Company or any of its Subsidiaries Subsidiary 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 SubsidiariesSubsidiary, any acquisition of property by the Company or any of its Subsidiaries Subsidiary or the conduct of business by the Company or any of its Subsidiaries Subsidiary 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 SubsidiariesSubsidiary.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporationorganizational documents, any certificate of designation, preferences or rights of any other outstanding series of preferred stock shares of the Company or any of its Subsidiaries or its Bylaws bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, association or certificate of incorporation or bylawsbylaws or other organizational documents, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as presently 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 any of its Subsidiaries 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 SubsidiariesSubsidiaries as presently conducted, 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 Leading BioSciences nor any of its the Leading BioSciences Subsidiaries is in violation of any term of or in default under its the Leading BioSciences’ Certificate of Incorporation, the Leading BioSciences Bylaws, any certificate of designationdesignations, preferences or rights of any outstanding series of preferred stock of the Company Leading BioSciences or any of its Subsidiaries or its Bylaws the Leading BioSciences Subsidiaries, or their organizational documents, including its certificate of formation, charter or memorandum of association, articles of association, articles of incorporation, association or certificate of incorporation or articles of association or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company Leading BioSciences nor any of its the Leading BioSciences Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Leading BioSciences or any of the Leading BioSciences Subsidiaries, and neither Leading BioSciences nor any of the Leading BioSciences Subsidiaries will conduct its Subsidiariesbusiness in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Leading BioSciences Material Adverse Effect. Without limiting Leading BioSciences and 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Leading BioSciences 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 reasonably be expected to have, individually or in the aggregate, a Leading BioSciences Material Adverse Effect, and neither the Company Leading BioSciences nor any of its Subsidiaries such Leading BioSciences Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is Without limiting the generality of the foregoing, except as set forth in Schedule 3(l), Leading BioSciences has no agreement, commitment, judgment, injunction, order knowledge of any facts 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 circumstances that would reasonably be expected lead to have the effect of prohibiting delisting or materially impairing any business practice suspension of the Company or any of its Subsidiaries, any acquisition of property Seneca Common Stock by the Company or any of its Subsidiaries or Nasdaq Capital Market (the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or "Principal Market") 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 Subsidiariesforeseeable future.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate Articles of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Articles of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and soi long as the Convertible Debenture is outstanding, neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. During the one-year prior to the date hereofSince August 14, 2023, (i) the Common Stock has Ordinary Shares have been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 SPAC nor any of its SPAC Subsidiaries is in violation of any term of or in default under its Certificate articles of Incorporationassociation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock shares of the Company SPAC or any of its SPAC Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, association or certificate TABLE OF CONTENTS of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company SPAC nor any of its SPAC Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company SPAC or any of its SPAC Subsidiaries, and neither the SPAC nor any of its SPAC Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to could not, individually or in the aggregate, have a SPAC 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year two years prior to the date hereof, (i) the Common Stock has Ordinary Shares have been listed or designated for quotation 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 Company SPAC SEC Documents, the SPAC 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, which has not been publicly disclosed. The Company SPAC and each of its SPAC Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect, and neither the Company SPAC nor any of its Subsidiaries such SPAC 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 SPAC or any of its SPAC Subsidiaries or to which the Company SPAC or any of its SPAC 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 SPAC or any of its SPAC Subsidiaries, any acquisition of property by the Company SPAC or any of its SPAC Subsidiaries or the conduct of business by the Company SPAC or any of its SPAC 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 SPAC Material Adverse Effect on the Company SPAC or any of its SPAC Subsidiaries.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in material violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational respectively. Except as described in the Form 10 or the ASIC Documents”). Neither , neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as described in the Form 10 or the ASIC Documents or documents lodged with the Australian Securities Exchange, 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 could would reasonably lead to delisting or suspension of the Company’s Common Stock (represented by CDIs) by the Principal Market in the foreseeable future. During the one-year past two (2) years prior to the date hereof, (i) the Company’s Common Stock represented by CDIs has been listed or designated for quotation or included for listing on the Principal Market, (ii) trading in the CDIs representing the Company’s Common Stock has not been suspended by the SEC ASIC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC ASIC or the Principal Market regarding the suspension or delisting of the CDIs representing the Company’s Common Stock from the Principal Market. Except as described in the Form 10 or the ASIC Documents or documents lodged with the Australian Securities Exchange, which has not been publicly disclosed. The the Company and each of its Subsidiaries possess all certificatessubsidiaries hold, and are operating in material compliance with, such permits, registrations, licenses, accreditations, franchises, approvals, authorizations and permits issued by clearances of applicable governmental authorities (collectively, the appropriate regulatory authorities necessary to “Permits”) required for the conduct of their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits Permits would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, and all such Permits are in full force and effect. Except as described in the ASIC Documents or documents lodged with the Australian Securities Exchange, neither the Company nor any of its Subsidiaries Subsidiary has received received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of of, or non-compliance with, 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 effectsPermit which, individually or in the aggregate, which have not had and if the subject of an unfavorable decision, ruling or finding, would not reasonably be expected to have result in a Material Adverse Effect on the Company or any of its SubsidiariesEffect.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in material violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereofSince February 3, 2012, (i) the Common Stock has been listed or designated for quotation or 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 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificatessubsidiaries hold, and are operating in material compliance with, such permits, registrations, licenses, accreditations, franchises, approvals, authorizations and permits issued by clearances of applicable governmental authorities required for the appropriate regulatory authorities necessary to conduct of their respective businessesbusinesses as currently conducted, except where the failure to possess such certificatespermits, registrations, licenses, accreditations, franchises, approvals, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 clearances would not reasonably be expected to have a Material Adverse Effect on (collectively, the “Permits”), and all such Permits are in full force and effect. Neither the Company nor any Subsidiary has received, or has any reason to believe that it will receive, any notice of its Subsidiariesproceedings relating to the revocation or modification of, or non-compliance with, any such Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate Certificate of designationDesignations, preferences or rights Preferences and Rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”) or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational Documents”)respectively, except for such violations or defaults that would not have, individually or in the aggregate, a Material Adverse Effect. Neither Except as disclosed in Schedule 3(n) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to 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 and has no knowledge of any facts or circumstances that could Market”) which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During Except as disclosed in Schedule 3(n) of the one-year prior to the date hereofDisclosure Schedule, since June 30, 2003, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any written 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 Subsidiaries is in material violation of any term of or in default under its Certificate of IncorporationIncorporation (as defined below), any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws (as defined below) or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Certificate of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in material violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in the SEC Documents, the Company is not in material violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During Except as set forth in SEC Documents, during the one-year two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC Securities and Exchange Commission (“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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate Articles of IncorporationIncorporation or other organizational document, bylaws, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)Bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-one year prior to the date hereofFirst Amendment Effective Date, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate organizational charter, certificate of Incorporationformation, memorandum of association, articles of association, certificate of incorporation, bylaws, or any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documentsstock, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)as applicable. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock ADSs by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has ADSs have been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock ADSs 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 ADSs from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 SubsidiariesEffect.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate of 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 its Bylaws Articles or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylawsarticles, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and, during the Commitment Period, neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 TSX and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market TSX in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has Shares have been listed or designated for quotation on the Principal MarketTSX, (ii) trading in the Common Stock Shares has not been suspended by the SEC TSX or the Principal Market any applicable securities regulatory authority in Canada, and (iii) the Company has received no communication, written or oral, from the SEC TSX or the Principal Market any applicable securities regulatory authority in Canada regarding the suspension or delisting of the Common Stock Shares from the Principal MarketTSX, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate Articles of IncorporationIncorporation or other organizational document, bylaws, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)Bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-one year prior to the date hereofThird Amendment Effective Date, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate Articles of IncorporationIncorporation or other organizational document, bylaws, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)Bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-one year prior to the date hereofSecond Amendment Effective Date, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate Articles of Incorporation, any certificate statement of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Articles of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During Except as disclosed in the one-SEC Documents, during the one year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate certificate of Incorporationincorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws Articles or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylawsarticles, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 TSX and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market TSX in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has Shares have been listed or designated for quotation on the Principal MarketTSX, (ii) trading in the Common Stock Shares has not been suspended by the SEC TSX or the Principal Market any applicable securities regulatory authority in Canada, and (iii) the Company has received no communication, written or oral, from the SEC TSX or the Principal Market any applicable securities regulatory authority in Canada regarding the suspension or delisting of the Common Stock Shares from the Principal MarketTSX, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate Amended and Restated Memorandum and Articles of IncorporationAssociation, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock shares of the Company or any of its Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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. Without limiting the generality of the foregoing, except as 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 Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof, (i) the Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the Company’s 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 Ordinary Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Certificate of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoingExcept as otherwise 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any written 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 Subsidiaries is in violation of any term under its Certificate Memorandum of IncorporationAssociation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws Articles of Association or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Memorandum of incorporation, Association or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock ADSs by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has ADSs have been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock ADSs 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 ADSs from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate Articles of IncorporationIncorporation or other organizational document, bylaws, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)Bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-one year prior to the date hereofThird Amendment Effective Date, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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. (a) Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Group Companies Organizational Documents”). Neither the Company (including its predecessors) nor any of its Subsidiaries is thereof (i) is, or has been since January 1, 2017, in violation of any judgmentapplicable Law or Order applicable thereto or (ii) has received since January 1, decree 2017 a notification or order communication from any Governmental Entity asserting that it is not or has not been in compliance with any statute, ordinance, rule applicable Law or regulation applicable to the Company or any of its SubsidiariesOrder, except in all cases for violations which would could not reasonably be expected to have result in a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in material violation of any of the rules, regulations or requirements of the Principal Market NASDAQ Global Market, and has no knowledge Knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of trading the Common Stock by the Principal Market in the foreseeable futureNASDAQ Global Market. During the one-year prior to the date hereofSince January 1, 2017, (i) the Common Stock has been listed or designated for quotation on the Principal NASDAQ Global Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal NASDAQ Global Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal NASDAQ Global Market regarding the suspension or delisting of the Common Stock from the Principal NASDAQ Global Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate regulatory authorities Governmental Entity 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 any of its Subsidiaries such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit, except to the extent that the failure to possess all such licenses, certificates, authorizations and permits would not, individually or in the aggregate, have a Material Adverse Effect. There is no agreement, commitment, judgment, injunction, order Contract or decree Order binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which which, individually or together with any other Contract or Order, has had 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 Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Company’s Bylaws or their organizational documents, including its certificate charter or Certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation Incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation (each a “Legal Requirement”) applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 could 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 could 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 Subsidiaries is in violation of any term of or in default under its the Certificate of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or the Bylaws (as defined in Section 3(r)) or any of its Subsidiaries or its Bylaws or their subsidiary’s organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporationcharter, certificate or articles of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation (each a “Legal Requirement”) applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 could 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 could 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 Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences Incorporation or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, charter or certificate of incorporation or any certificate of designation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any law, statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries is, or will conduct its business, in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to 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 could which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year two (2) years prior to the date hereof, except 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 listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Parent nor any of its Subsidiaries is in violation of any term of or in default under its Certificate Articles of Incorporation, any certificate of designation, preferences Incorporation or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, charter or certificate of incorporation or bylawsBylaws, respectively (“Organizational Documents”)respectively. Neither the Company Parent nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Parent or any of its Subsidiaries, except for which an acceptance or consent has been obtained, and neither the Parent nor any of its Subsidiaries will conduct its business in all cases violation of any of the foregoing, except for possible violations which that would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company Parent is not in violation of any of the rules, regulations or requirements of either of the Principal Market Markets and has no knowledge of any facts or circumstances that could would reasonably be expected to lead to delisting or suspension of the Common Stock Shares by either of the Principal Market Markets in the foreseeable future. During the one-year prior to the date hereofSince December 17, 2003, (i) the Common Stock has Shares have been listed or designated for quotation on the Principal MarketMarkets, (ii) trading in the Common Stock Shares has not been suspended by the SEC SEC, the CSA or either of the Principal Market Markets and (iii) the Company Parent has received no communication, written or oral, from the SEC SEC, the CSA or either of the Principal Market Markets regarding the suspension or delisting of the Common Stock Shares from the Principal Market, which has not been publicly disclosedMarkets. The Company Parent and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company Parent nor any of its Subsidiaries 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 The Parent is a party which has or would reasonably be expected reporting issuer not in default of any requirements under the applicable Canadian Securities Laws and eligible to have use the effect of prohibiting or materially impairing any business practice Short Form Prospectus System, established under National Instrument 44-101 of the Company or any of its Subsidiaries, any acquisition of property by CSA (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"POP System").

Conduct of Business; Regulatory Permits. Neither None of Zash, the Company nor any of its Zash Subsidiaries, ZVV or the ZVV Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of Zash, the Company Zash Subsidiaries, ZVV or any of its the ZVV Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither Zash, ZVV, the Company nor any of its Zash Subsidiaries or the ZVV Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to Zash, ZVV, the Company Zash Subsidiaries or the ZVV Subsidiaries, and neither Zash, ZVV, the Zash Subsidiaries or the ZVV Subsidiaries will conduct its business in violation of any of its Subsidiariesthe foregoing, except in all cases for possible violations which would not reasonably be expected to could not, individually or in the aggregate, have a Zash Material Adverse Effect or ZVV Material Adverse Effect. Without limiting the generality of the foregoing, Zash, ZVV, the Company is Zash Subsidiaries or the ZVV Subsidiaries are not in violation of any of the rules, regulations or requirements of the Principal Market and has have no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During Zash, ZVV, the one-year prior to Zash Subsidiaries and the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its ZVV Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Zash Material Adverse Effect or ZVV Material Adverse Effect, and neither Zash, ZVV, the Company nor any of its Zash Subsidiaries or the ZVV Subsidiaries 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 Zash, ZVV, the Company Zash Subsidiaries or any of its the ZVV Subsidiaries or to which Zash, ZVV, the Company Zash Subsidiaries or any of its the ZVV Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Zash, ZVV, the Company Zash Subsidiaries or any of its the ZVV Subsidiaries, any acquisition of property by Zash, ZVV, the Company Zash Subsidiaries or any of its the ZVV Subsidiaries or the conduct of business by Zash, ZVV, the Company Zash Subsidiaries or any of its the ZVV 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 Zash Material Adverse Effect on Zash or the Company Zash Subsidiaries or any of its a ZVV Material Adverse Effect on ZVV or the ZVV Subsidiaries.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries or VIEs is in violation of any term of or in default under its Certificate Amended and Restated Memorandum and Articles of IncorporationAssociation, as amended from time to time, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws VIEs or their organizational documents, including its certificate of formation, memorandum of association, and articles of association, articles organizational charter, certificate of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries or VIEs is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiariesSubsidiaries or VIEs, and neither the Company nor any of its Subsidiaries or VIEs will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries and VIEs 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary or VIE 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 or VIEs 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 SubsidiariesSubsidiaries or VIEs, any acquisition of property by the Company or any of its Subsidiaries or VIEs, the conduct of business by the Company or any of its Subsidiaries or VIEs 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 SubsidiariesSubsidiaries or VIEs. 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 and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Class A Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof (or such shorter period as the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market), (i) the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Class A Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Reports, 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 Ordinary Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate Articles of Incorporation, any certificate Certificate of designation, preferences or rights Designations of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)Bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and none of the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. When used in this Agreement, the term “Material Adverse Effect” means any material adverse change or development in the business, properties, operations, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries (taken as a whole). Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market OTCBB and has no knowledge of any facts or circumstances that could which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market OTCBB in the foreseeable future. During the one-year prior to the date hereofSince October 1, 2003, (i) the Common Stock has been listed or designated for quotation listed or traded on the Principal MarketOTCBB, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market OTCBB and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market OTCBB regarding the suspension or delisting of the Common Stock from the Principal Market, which has not been publicly disclosedOTCBB. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Parent nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences designations or rights articles of amendment of any outstanding series of preferred stock shares of the Parent or either Company (if any), or any of its Subsidiaries their respective articles, bylaws or its Bylaws or their organizational other constating documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)as applicable. Neither the Company Parent nor any of its Subsidiaries Subsidiaries, nor Delrand Resources Limited ("Delrand") is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation or other lawful requirements of any governmental or regulatory body applicable to the Company Parent or any of its Subsidiaries, or Delrand, as applicable (including, without limitation, (x) any Applicable Securities Laws and (y) all laws, regulations and statutes relating to mining and/or mining claims, concessions, licenses or leases), and neither the Parent nor any of its Subsidiaries nor Delrand will conduct its respective business in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company Parent is not in violation of any of the rules, regulations or requirements of the Principal Market Markets and has no knowledge of any facts or circumstances that could would reasonably lead to delisting or suspension of the Common Stock Shares by the Principal Market Markets in the foreseeable future. During the one-year two (2) years prior to the date hereof, the Common Shares have been designated for quotation on the Principal Markets. During the two (2) years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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 Markets and (iiiii) the Company Parent has received no communication, written or oral, from the SEC SEC, the CSA or the Principal Market Markets regarding the suspension or delisting of the Common Stock Shares from the Principal Market, which has not been publicly disclosedMarkets. The Company Parent and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, provincial or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company Parent nor any of its Subsidiaries 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 Neither the Company or Parent nor any of its Subsidiaries has received any notice of the revocation or to which the Company cancellation of, or any of its Subsidiaries is a party which has intention to revoke or would reasonably be expected to have the effect of prohibiting or materially impairing cancel, any business practice of the Company mining claims, concessions, licenses, leases or any other instruments conferring mineral rights, including in respect of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or Material Properties and 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 SubsidiariesPermits.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate the Articles of Incorporation, any certificate of designation, preferences Amalgamation or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws By-laws or their organizational documents, including its certificate of formation, charter or memorandum of association, articles of association, articles of incorporation, association or certificate of incorporation or articles of association or bylaws, respectively (“Organizational Documents”)respectively, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality Except as set forth in Schedule 3(m) of the foregoingCompany Disclosure Letter, during the two (2) years prior to the date hereof, the Company is not Common Shares have been designated for quotation on the Principal Market. Except as set forth in violation of any Schedule 3(m) of the rulesCompany Disclosure Letter, regulations or requirements of during the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year two (2) years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has Shares have not been suspended by the SEC or the Principal Market and (iiiii) the Company has received no communication, written or oral, communication from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock Shares from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, neither the Company nor any of its Subsidiaries has received any written 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 Subsidiaries is in material violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights designations of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational respectively. Except as described in the SEC Documents”). Neither , neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as described 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 could would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year past two (2) years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation or 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 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 described in the SEC Documents, which has not been publicly disclosed. The the Company and each of its Subsidiaries possess all certificatessubsidiaries hold, and are operating in material compliance with, such permits, registrations, licenses, accreditations, franchises, approvals, authorizations and permits issued by clearances of applicable governmental authorities required for the appropriate regulatory authorities necessary to conduct of their respective businessesbusinesses as currently conducted, except where the failure to possess such certificatespermits, registrations, licenses, accreditations, franchises, approvals, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 clearances would not reasonably be expected to have a Material Adverse Effect on (collectively, the “Permits”), and all such Permits are in full force and effect. Except as described in the SEC Documents, neither the Company nor any Subsidiary has received, or has any reason to believe that it will receive, any notice of its Subsidiariesproceedings relating to the revocation or modification of, or non-compliance with, any such Permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Conduct of Business; Regulatory Permits. Neither Except as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate Articles of IncorporationAssociation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles Articles of association, articles of incorporation, Association or certificate of incorporation or bylawsor, respectively (“Organizational respectively, which would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the SEC Documents”). Neither , neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has Ordinary Shares have been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries or VIEs is in violation of any term of or in default under its Certificate Amended and Restated Memorandum and Articles of IncorporationAssociation, as amended from time to time, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws VIEs or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries or VIEs is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiariesSubsidiaries or VIEs, and neither the Company nor any of its Subsidiaries or VIEs will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries and VIEs 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary or VIE 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 or VIEs 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 SubsidiariesSubsidiaries or VIEs, any acquisition of property by the Company or any of its Subsidiaries or VIEs, the conduct of business by the Company or any of its Subsidiaries or VIEs 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 SubsidiariesSubsidiaries or VIEs. 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 and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Class A Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof (or such shorter period as the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market), (i) the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Class A Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Reports, 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 Ordinary Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate Certificate of designation, preferences or rights Designation of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its 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 Parent Material 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 Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 the Principal Market and has Nasdaq and, to the Company’s Knowledge, there exist no knowledge of any facts or circumstances that could would reasonably lead to automatic delisting or suspension of the Common Stock by the Principal Market Nasdaq in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businessesbusinesses as currently conducted and as proposed to be conducted, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any written 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 Timber nor any of its the Timber Subsidiaries is in violation of any term of or in default under its the Timber Certificate of IncorporationFormation, the Timber LLCA, any certificate of designationdesignations, preferences or rights of any outstanding series of preferred stock units of the Company Timber or any of its Subsidiaries or its Bylaws the Timber Subsidiaries, or their organizational documents, including its certificate of formation, charter or memorandum of association, articles of association, articles of incorporation, association or certificate of incorporation or articles of association or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company Timber nor any of its the Timber Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Timber or any of the Timber Subsidiaries, and neither Timber nor any of the Timber Subsidiaries will conduct its Subsidiariesbusiness in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Timber Material Adverse Effect. Without limiting Timber and 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Timber 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 reasonably be expected to have, individually or in the aggregate, a Timber Material Adverse Effect, and neither the Company Timber nor any of its Subsidiaries such Timber Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is Without limiting the generality of the foregoing, except as set forth in Schedule 3(m), Timber has no agreement, commitment, judgment, injunction, order knowledge of any facts 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 circumstances that would reasonably be expected lead to have the effect of prohibiting delisting or materially impairing any business practice suspension of the Company or any of its Subsidiaries, any acquisition of property BioPharmX Common Stock by the Company or any of its Subsidiaries or NYSE American Market (the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or “Principal Market”) 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 Subsidiariesforeseeable future.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate Articles of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Articles of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of trading of the Common Stock Shares by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock 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 Shares from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate Articles of Incorporation, the Certificate of Designations, any other certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its the Bylaws (as defined in Section 3(r)) or their organizational documents, including its certificate of formation, memorandum of association, charter or articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation (each a "Legal Requirement") applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 could 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 could 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 Parent nor any of its Parent Subsidiaries is in violation of any term of or in default under its Certificate of Incorporationorganizational documents, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company Parent or any of its Parent Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, association or certificate of incorporation or bylawsbylaws or other organizational documents, respectively (“Organizational Documents”)respectively. Neither the Company Parent nor any of its Parent Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Parent or any of its Parent Subsidiaries, and neither the Parent nor any of its Parent Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected to could not, individually or in the aggregate, have a Parent 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company Parent and each of its Parent Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and neither the Company Parent nor any of its Subsidiaries such Parent 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 Parent or any of its Parent Subsidiaries or to which the Company Parent or any of its Parent 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 Parent or any of its Parent Subsidiaries, any acquisition of property by the Company Parent or any of its Parent Subsidiaries or the conduct of business by the Company Parent or any of its Parent 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 Parent Material Adverse Effect on the Company Parent or any of its Parent Subsidiaries.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation or bylaws, respectively (“Organizational Documents”). Neither the Company nor any of its Subsidiaries is in material violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Except as set forth in SEC Documents, during 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year two (2) years prior to the date hereof, (i) the Common Stock has Ordinary Shares have been listed or designated for quotation 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 set forth 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries or VIEs is in violation of any term of or in default under its Certificate Amended and Restated Memorandum and Articles of IncorporationAssociation, as amended from time to time, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock shares of the Company or any of its Subsidiaries or its Bylaws VIEs or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries or VIEs is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiariesSubsidiaries or VIEs, and neither the Company nor any of its Subsidiaries or VIEs will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries and VIEs 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary or VIE 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 or VIEs 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 SubsidiariesSubsidiaries or VIEs, any acquisition of property by the Company or any of its Subsidiaries or VIEs, the conduct of business by the Company or any of its Subsidiaries or VIEs 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 SubsidiariesSubsidiaries or VIEs. 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 and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Class A Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof (or such shorter period as the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market), (i) the Class A Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Class A Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Reports, 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 Ordinary Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Certificate of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation (each a “Legal Requirement”) applicable to the Company or any of its Subsidiaries, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, and neither the Company is not nor any of its Subsidiaries will conduct its business in violation of any of the rulesforegoing, regulations except in all cases for possible violations which could not, individually or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereofaggregate, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosedhave a Material Adverse Effect. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate Amended and Restated Memorandum and Articles of IncorporationAssociation, any certificate of designationdesignations, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, formation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. 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 reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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. Without limiting the generality of the foregoing, except as 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 Ordinary Shares by the Principal Market in the foreseeable future. For the two years preceding the date hereof, (i) the Ordinary Shares have been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares have not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the Company’s 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 Ordinary Shares from the Principal Market.

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any material term under its Certificate of Incorporation, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation association or bylaws, respectively (“Organizational Documents”)other charter documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock Ordinary Shares by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has Ordinary Shares have been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term under its Certificate of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles Certificate of association, articles Certificate of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, other than as disclosed in the Company’s SEC Documents that are available on the SEC’s Website through the EXXXX system at least one (1) Business Day prior to the applicable Closing Date, 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one-one year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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 Subsidiaries is in violation of any term of or in default under its Certificate Articles of Incorporation, any certificate Certificate of designationDesignations, preferences or rights Preferences and Rights of any outstanding series of preferred stock of the Company or any of its Subsidiaries or its Bylaws the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”) or their organizational documents, including its certificate of formation, memorandum of association, articles of association, articles of incorporation, certificate of incorporation charter or bylaws, respectively (“Organizational Documents”)respectively, except for such violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither Except as disclosed in Schedule 3(n) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any of its SubsidiariesSubsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which would not reasonably be expected expected, individually or in the aggregate, 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 could which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During Except as disclosed in Schedule 3(n) of the one-year prior to the date hereofDisclosure Schedule, since January 1, 2003, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries such Subsidiary has received any written 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 Subsidiaries is in violation of any term under its Certificate Articles of 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 its Bylaws or their organizational documentscharter, including its certificate of formation, memorandum of association, articles of association, articles Articles of incorporation, Incorporation or certificate of incorporation or bylaws, respectively (“Organizational Documents”)respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not 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 could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During Except as disclosed in the one-SEC Documents, during the one year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation 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, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its Subsidiaries 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.