Common use of Corporate Proceedings Clause in Contracts

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusTransaction Documents, and the registrationregistration or exemption therefrom, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, authorization, issue, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it they may reasonably have requested to enable such counsel them to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the Offered Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselUnderwriter’ respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusTransaction Documents, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Final Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel Placement Agent Counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel it to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Final Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselCounsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the form of Registration Statement and each the Prospectus, and the registration, authorization, issue, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to counsel to the Placement Agent’s counselRepresentatives, and such counsel shall have been furnished with such papers and information as it they may reasonably have requested to enable such counsel them to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Final Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusOffering Statement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselUnderwriter Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registrationregistration (as to the Shares), sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusTransaction Documents, and the registration, sale and delivery of the SecuritiesNotes, shall have been completed or resolved in a manner reasonably satisfactory to the Investors and the Placement Agent’s counsel, and such counsel the Placement Agent shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel it to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus , and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Selling Agent’s counselrespective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registrationregistration (as to the offer and sale of the Shares), sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registrationregistration (as to the Shares), sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the SecuritiesOffered Shares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselUnderwriters’ respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselSource Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Offering Statement and each Prospectusany Circular Supplement, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement each Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Final Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel Placement Agent Counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel it to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel's Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, Agreement and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Co-Placement Agent’s Agents' counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesCommon Shares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s Agents’ counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement Statement, the Preliminary Prospectus and each the Final Prospectus, and and, as applicable, the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished by the Company with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement AgentRepresentative’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Selling Agent’s counsel’ respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, Agreement and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, Agreement the Registration Statement and each ProspectusMemorandum, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 54.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Lead Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselUnderwriters’ respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreementthe Transaction Documents, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the SecuritiesOffered Shares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselUnderwriter’ respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, the registration of the Shares, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement Statement, and each any Prospectus, and the registration, sale sale, and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselUnderwriters’ respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusTransaction Documents, and the registrationregistration or exemption therefrom, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement AgentInvestor’s counselCounsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, the Placement Agent Warrant and the Common Shares underlying the Placement Agent Warrant, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgents’ Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Final Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Resale Registration Statement and each ProspectusStatement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s Agents’ counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement and the Purchase Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s Underwriter's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Co-Placement Agent’s counselAgents Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectusthe Prospectus Supplement, the Transaction Documents, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each any Prospectus, and the registration, sale and delivery of the SecuritiesRegistered Securities and Warrants, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All As of the Closing Date, all corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each any Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s Agents’ counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreementthe Transaction Documents, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.. (d)

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement Statement, the Base Prospectus and each Prospectusthe Supplement, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement AgentUnderwriter’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Co-Placement Agent’s counselAgents Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, Agreement the Registration Statement and each ProspectusMemorandum, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel the Placement Agent shall have been furnished with such papers and information as it may reasonably have requested in writing before the date of this Agreement to enable such counsel Placement Agent to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each any Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Co-Placement Agent’s Agents’ counsel, and such counsel shall have been furnished with such papers documents and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectusthe Prospectus Supplement, and the registration, authorization, issue, sale and delivery of the Securities, and the issuance of the Warrants shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it they may reasonably have requested to enable such counsel them to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each any Prospectus, and the registration, sale and delivery of the SecuritiesSecurities and Warrant Shares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement AgentUnderwriter’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Final Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgents Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement Statement, the Pricing Disclosure Package and each the Prospectus, and the registration, sale and delivery of the Offered Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement AgentUnderwriter’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each any Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusTransaction Documents, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Investors and the Placement Agent’s counsel, and such counsel the Placement Agent shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel it to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselRepresentative's Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Selling Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Final Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5. The Company shall provide evidence of due organization and current existence of each of its operating subsidiaries.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registrationregistration (as to the Shares), sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s Agents' counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Co-Placement Agent’s Agents’ counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Resale Registration Statement and each ProspectusStatement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, registration of the Shares and the sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Investors and the Placement Agent’s counsel, and such counsel the Placement Agent shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel it to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the applicable Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Selling Agent’s 's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 56.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement counsel of Xxxxxxxxxx and the Co-Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, Agreement and the registration, sale and delivery of the SecuritiesShares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusTransaction Documents, and the registration, sale and delivery of the SecuritiesShares and Warrants, shall have been completed or resolved in a manner reasonably satisfactory to the Investors and the Placement Agent’s counsel, and such counsel the Placement Agent shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel it to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each ProspectusProspectus Supplement, and the registration, sale and delivery of the SecuritiesADSs, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselAgents Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each the Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counselUnderwriter’ respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel counsels to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Co-Placement Agent’s counselAgent Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectusthe Prospectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.