Common use of No Conflicts; Government Consents and Permits Clause in Contracts

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) any filings or notifications required by NASDAQ (collectively, the “Required Approvals”). (c) Each of the Company and its Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate certificate of Incorporation incorporation or Bylaws; bylaws or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the Company and its Subsidiaries have subsidiary has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documentsit, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither Each of the Company nor any of and its Subsidiaries subsidiary has not received any actual written notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Series A Preference Shares) will not (i) conflict with or result in a violation of any provision of its Certificate articles of Incorporation association or Bylaws; require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including England and Wales laws and regulations and United States federal and state securities laws and regulations rules and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the filing with Companies House in the United Kingdom in form SH01 promptly after the Closing of a statement of capital incorporating the Series A Preference Share Terms, (ii) the registration of the ADSs representing the Conversion Shares under the Securities Act pursuant to Section Article 6 hereof, (iiiii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iiiiv) any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq and (v) the filings required by NASDAQ (collectively, the “Required Approvals”)in accordance with Section 4.4 of this Agreement. (c) Each of the The Company and its Subsidiaries have has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it and as described currently proposed to be conducted as disclosed in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the The Company nor any of its Subsidiaries has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The Except for the Requisite Shareholder Approval, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate articles of Incorporation association or Bylaws; require the further approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including England and Wales laws and regulations and United States federal and state securities laws and regulations rules and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the filing with Companies House in in the United Kingdom in form SH01 promptly after the Closing of a statement of capital incorporating the Series A Preference Share Terms, (ii) the registration of the ADSs representing the Conversion Shares under the Securities Act pursuant to Section Article 6 hereof, (iiiii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iiiiv) any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq, (v) the Requisite Shareholder Approval and (vi) the filings required by NASDAQ (collectively, the “Required Approvals”)in accordance with Section 4.4 of this Agreement. (c) Each of the The Company and its Subsidiaries have has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it and as described currently proposed to be conducted as disclosed in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the The Company nor any of its Subsidiaries has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; Bylaws or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 Article VI hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the The Company and its Subsidiaries have has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documentsit, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the The Company nor any of its Subsidiaries has not received any actual written notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; Bylaws or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares and Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the The Company and its Subsidiaries have has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documentsit, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the The Company nor any of its Subsidiaries has not received any actual written notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its the Certificate of Incorporation or Bylaws; the Bylaws or (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any material agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States foreign, federal and state securities laws and regulations and the rules and regulations of any self-regulatory organizations to which the Company or its securities are subject, including The NASDAQ Stock Market LLC (the “Principal Market”) and laws of the State of Delaware) applicable to the Company or by which any property or asset of its Subsidiariesthe Company or is bound or affected except, except in the case cases of clauses (ii) and (iii) onlyabove, for to the extent such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency Governmental Authority or any regulatory or self regulatory agency other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or any of the Related Documents in accordance with the terms hereof and thereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereofArticle 5, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any filings or notifications required to be made after the Closing regarding the issuance and listing of additional shares with the Principal Market. The issuance by NASDAQ (collectively, the “Required Approvals”). (c) Each Company of the Company and its Subsidiaries Shares shall not have all franchises, permits, licenses, and any similar authority necessary for the conduct effect of its business as now being conducted by it as described in delisting or suspending the SEC Documents, except for such franchise, permit, license or similar authority, Common Stock from the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material PermitPrincipal Market.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) any filings or notifications required by the NASDAQ Global Market (“NASDAQ” and collectively, the “Required Approvals”). (c) Each of the Company and its Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, execution delivery and performance of this Agreement and the Related Agreements by the Company Isis and the consummation by the Company Isis of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Isis’ Certificate of Incorporation or Bylaws; , (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Isis is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subjectorganizations) applicable to the Company or any of its SubsidiariesIsis, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse EffectEffect or result in a liability for Genzyme. Except There is no control share acquisition, business combination, rights agreement or other anti-takeover provision contemplated by the Isis organizational documents or Delaware law that will become applicable to Genzyme as set forth in Section 2.5(a) a result of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance purchase of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company Isis is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, (ii) any post-closing filings required to be made under U.S. federal or state or foreign securities laws, or (iii) any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq, and (iv) any consent required by NASDAQ under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (collectively, the “Required ApprovalsHSR Act”). (c) Each of the Company and its Subsidiaries have Isis has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it and as described currently proposed to be conducted as disclosed in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the Company nor any of its Subsidiaries Isis has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; Bylaws or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities lawslaws after the date hereof, or (iii) and any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the The Company and its Subsidiaries have has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it and as described currently proposed to be conducted as disclosed in the SEC DocumentsRegistration Statement and Prospectus, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the The Company nor any of its Subsidiaries has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate Memorandum and Articles of Incorporation or Bylaws; Association, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Assuming the accuracy of each of the Purchasers’ representations and warranties in Article 3 hereof, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court Governmental Authority or governmental agency or any regulatory or self regulatory agency other Person in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the registration of the Shares Securities under the Securities Act pursuant to Section Article 6 hereof, (ii) any such filings required to be made under English law or U.S. federal or state or foreign securities lawslaws as set forth on Schedule 2.5 of the Disclosure Schedules, or and (iii) any such required filings or notifications required by NASDAQ regarding the issuance or listing of additional shares with Nasdaq as set forth on Schedule 2.5 (collectively, the “Required Approvals”). . -5- (c) Each of the The Company and its Subsidiaries have each Subsidiary has all franchisescertificates, authorizations, permits, licenses, licenses and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC DocumentsDraft Annual Report, except for such franchisecertificates, permitauthorizations, license permits, licenses or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit. SECTION 2.6.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares and the Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) any filings or notifications required by the NASDAQ Global Market (“NASDAQ” and collectively, the “Required Approvals”). (c) Each of the Company and its Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate the Company’s Memorandum and Articles of Incorporation or Bylaws; Association, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Assuming the accuracy of each of the Purchasers’ representations and warranties in Article 3 hereof, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court Governmental Authority or governmental agency or any regulatory or self regulatory agency other Person in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the registration of the Shares Securities under the Securities Act pursuant to Section Article 6 hereof, (ii) any such filings required to be made under English law or U.S. federal or state or foreign securities laws, or and (iii) any such required filings or notifications required by NASDAQ regarding the issuance or listing of additional shares with Nasdaq (collectively, the “Required Approvals”). (c) Each of the Company and its Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not (i) conflict with or result in a violation of any provision of its Certificate Articles of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Subsidiary is a party, or (iii) subject to receipt of Required Approvals and the Required ApprovalsShareholder Approval, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities Preferred Shares are subject) applicable to the Company or any of its SubsidiariesSubsidiary, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries Subsidiary is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereof, or to issue and sell the Shares Transaction Securities in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Preferred Shares and the Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. U.S federal or state or foreign securities laws, or (iii) any filings required filings, notifications or notifications approvals required by NASDAQ Nasdaq, (iv) any filings required under the Bridge Loan Agreement necessary to perfect the security interest granting thereunder; and (v) the filing with the Oregon Secretary of State of Articles of Amendment to effectuate the amendment of the Company’s Articles of Incorporation (collectively, the “Required Approvals”). (c) Each of the Company and its Subsidiaries have Subsidiary has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries Subsidiary has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not (i) conflict with or result in a violation of any provision of its Certificate Articles of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Subsidiary is a party, or (iii) subject to receipt of Required Approvals and the Required ApprovalsShareholder Approval, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesSubsidiary, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, be reasonably likely to not have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesTransaction Securities) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries Subsidiary is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereof, or to issue and sell the Shares Transaction Securities in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares, the Warrant Shares and the Bridge Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. U.S federal or state or foreign securities laws, or (iii) any filings required filings, notifications or notifications approvals required by NASDAQ Nasdaq, (iv) any filings required under the Security Agreement necessary to perfect the security interest granting thereunder; and (v) the filing with the Washington Secretary of State of Articles of Amendment to effectuate the amendment of the Company’s Articles of Amendment (collectively, the “Required Approvals”). (c) Each of the Company and its Subsidiaries have Subsidiary has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries Subsidiary has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate Articles of Incorporation Association or Bylaws; other applicable charter documents or, subject to the Required Approvals, require the approval of the Company’s shareholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, party or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its Subsidiary or the Company’s securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a. (b) of Neither the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or nor any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it the Company to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereofhereof, other than than: (i) such as have been made or obtained, and except for ; (iii) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, ; (iiiii) any filings required to be made under U.S. federal or state or foreign securities laws, or ; (iiiiv) and any required filings or notifications required by NASDAQ regarding the issuance or listing of additional shares with Nasdaq (collectively, the “Required Approvals”). (c) Each of the The Company and its Subsidiaries each have all franchises, permits, licenses, and any similar authority necessary for the conduct of its their business as now being conducted by it as described in the SEC Documentsthem, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither To the Company’s knowledge, neither the Company nor any of its Subsidiaries has have received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; Bylaws or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in For purposes of this Section 2.5(a) of the Company Disclosure Schedule), the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation violation by the Company of the transactions contemplated hereby and thereby (including the issuance any listing or related agreement with any stock exchange on which any of the Shares) Company’s securities are traded will not be deemed to constitute a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a partyMaterial Adverse Effect. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares and Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the The Company and its Subsidiaries have has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it and as described currently proposed to be conducted as disclosed in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the The Company nor any of its Subsidiaries has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; Bylaws or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the The Company and its Subsidiaries have has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it and as described currently proposed to be conducted as disclosed in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”)Effect. Neither the The Company nor any of its Subsidiaries has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such revocation or modification would not reasonably be expected to have a Material PermitAdverse Effect.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws; (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares and the Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) any filings or notifications required by the NASDAQ Global Market ("NASDAQ" and collectively, the “"Required Approvals”"). (c) Each of the Company and its Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“"Material Permits”"). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate Memorandum and Articles of Incorporation or Bylaws; Association, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Assuming the accuracy of each of the Purchasers’ representations and warranties in Article 3 hereof, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court Governmental Authority or governmental agency or any regulatory or self regulatory agency other Person in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the registration of the Shares Securities under the Securities Act pursuant to Section Article 6 hereof, (ii) any such filings required to be made under English law or U.S. federal or state or foreign securities lawslaws as set forth on Schedule 2.5 of the Disclosure Schedules, or and (iii) any such required filings or notifications required by NASDAQ regarding the issuance or listing of additional shares with Nasdaq as set forth on Schedule 2.5 (collectively, the “Required Approvals”). (c) Each of the The Company and its Subsidiaries have each Subsidiary has all franchisescertificates, authorizations, permits, licenses, licenses and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC DocumentsDraft Annual Report, except for such franchisecertificates, permitauthorizations, license permits, licenses or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) Neither Homology nor any of its Subsidiaries is in violation or default of (i) any term of its certificate of incorporation, bylaws, or other organizational or constitutive documents, (ii) any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Homology or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of Homology or any Subsidiary is subject, except for such defaults that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect on Homology, or (iii) any Order. The execution, delivery and performance of this Agreement and the Related Agreements by the Company Homology and the consummation by the Company Homology of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate Homology’s certificate of Incorporation incorporation or Bylaws; bylaws, each as in effect on the date hereof, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries Homology is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment Order or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subjectorganizations) applicable to the Company or any of its SubsidiariesHomology, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth Effect on Homology or result in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a partyliability for Pfizer. (b) The Company Homology is not required to obtain any consent, authorization or order Consent of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section 6 hereof, (ii) any post-signing filings required to be made under U.S. federal or state or foreign securities laws, or laws and (iiiii) any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the Company and its Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements Warrants by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities and Warrant Shares upon the exercise of Warrants) will not (i) conflict with or result in a violation of any provision of its Certificate Memorandum and Articles of Incorporation or Bylaws; Association, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregatecollectively, reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Assuming the accuracy of each of the Purchasers’ representations and warranties in Article 3 hereof, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court Governmental Authority or governmental agency or any regulatory or self regulatory agency other Person in order for it to execute, deliver or perform any of its obligations under this Agreement or any of and the Related Documents Warrants in accordance with the terms hereof and thereof, or to issue and sell the Securities and the Warrant Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares and the Warrant Shares under the Securities Act pursuant to Section Article 6 hereof, (ii) any such filings required to be made under English law or U.S. federal or state or foreign securities lawslaws as set forth on Schedule 2.5 of the Disclosure Schedules, or and (iii) any such required filings or notifications required by NASDAQ regarding the issuance or listing of additional shares with Nasdaq as set forth on Schedule 2.5 (collectively, the “Required Approvals”). (c) Each of the The Company and its Subsidiaries have each Subsidiary has all franchisescertificates, authorizations, permits, licenses, licenses and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC DocumentsDraft Annual Report, except for such franchisecertificates, permitauthorizations, license permits, licenses or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding Proceeding relating to revocation revocation, modification or modification termination of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of its Certificate Articles of Incorporation or Bylaws; Bylaws or require the approval of the Company’s stockholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required Approvals, result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesCompany, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, other than such as have been made or obtained, and except for (i) the registration of the Shares under the Securities Act pursuant to Section Article 6 hereof, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any required filings or notifications required by NASDAQ (collectively, regarding the “Required Approvals”)issuance or listing of additional shares with Nasdaq. (c) Each of the Company and its Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate Memorandum and Articles of Incorporation Association or Bylaws; require the approval of the Company’s shareholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Subsidiary is a party, or (iii) subject to receipt of the Required ApprovalsApprovals (as defined below), result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the 2 Company or any of its SubsidiariesSubsidiary, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Assuming the accuracy of the Purchaser’s representations and warranties in Article 3 hereof, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the registration of the Shares and Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under English law or U.S. federal or state or foreign securities laws, or and (iii) any required filings or notifications required by NASDAQ regarding the issuance or listing of additional shares with Nasdaq (collectively, the “Required Approvals”). (c) Each of the The Company and its Subsidiaries each Subsidiary have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries Subsidiary has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or result in a violation of any provision of its Certificate Memorandum and Articles of Incorporation Association or Bylaws; require the approval of the Company’s shareholders, (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, or instrument to which the Company or any of its Subsidiaries Subsidiary is a party, or (iii) subject to receipt of the Required ApprovalsApprovals (as defined below), result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its SubsidiariesSubsidiary, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults defaults, and violations as would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is a party. (b) The Assuming the accuracy of each of the Purchaser’s representations and warranties in Article 3 hereof, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement or any of the Related Documents in accordance with the terms hereof and thereofhereof, or to issue and sell the Shares Securities in accordance with the terms hereof and thereofhereof, other than such as have been made or obtained, and except for (i) the registration of the Shares and Warrant Shares under the Securities Act pursuant to Section 6 hereof, (ii) any filings required to be made under English law or U.S. federal or state or foreign securities laws, or and (iii) any required filings or notifications required by NASDAQ regarding the issuance or listing of additional shares with Nasdaq (collectively, the “Required Approvals”). (c) Each of the The Company and its Subsidiaries each Subsidiary have all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, not reasonably be reasonably likely expected to have a Material Adverse Effect (“Material Permits”). Neither the Company nor any of its Subsidiaries Subsidiary has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

No Conflicts; Government Consents and Permits. (a) The execution, delivery and performance of this Agreement and the Related Agreements Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the SharesSecurities) will not (i) conflict with or subject to Stockholder Approval as provided in Section 5.9, result in a violation of any provision memorandum of association, certificate of incorporation, certificate of formation, any certificate of designations or other constituent documents of the Company or any of its Certificate Subsidiaries, any capital stock of Incorporation the Company or Bylaws; any of its Subsidiaries or the articles of association or bylaws of the Company or any of its Subsidiaries or (ii) except as described or referred to in Section 2.5(a) of the Disclosure Schedules, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of notice, consent, termination, amendment, acceleration or cancellation of, any material agreement, indenture, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of the Required ApprovalsStockholder Approval as provided in Section 5.9, result in a violation of any law, rule, regulation, order, judgment or decree (including United States foreign, federal and state securities laws and regulations and the rules and regulations of any self-regulatory organizations to which the Company or its securities are subject, including The NASDAQ Capital Market (the “Principal Market”) and laws of the State of Delaware applicable to the Company or any of its Subsidiaries, except in the case Subsidiaries or by which any property or asset of clauses (ii) and (iii) only, for such conflicts, breaches, defaults and violations as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 2.5(a) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including the issuance of the Shares) will not be deemed a change of control under any agreement, instrument or indenture to which the Company or any of its Subsidiaries is bound or affected except, in the cases of (ii) and (iii) above, to the extent such violations could not reasonably be expected to have a partyMaterial Adverse Effect. (b) The Neither the Company nor any of its Subsidiaries is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or court, governmental agency or any regulatory or self self-regulatory agency or any other Person, other than the Stockholder Approval, in order for it to execute, deliver or perform any of its obligations under this Agreement or any of contemplated by the Related Documents Transaction Documents, in each case in accordance with the terms hereof and thereof, or to issue and sell the Shares in accordance with the terms hereof and thereof, thereof other than such as have been made or obtained, and except for (i) the registration of the Shares and Warrant Shares under the Securities Act pursuant to Section 6 hereofthe Registration Rights Agreement, (ii) any filings required to be made under U.S. federal or state or foreign securities laws, or (iii) and any required filings or notifications required by NASDAQ (collectivelyregarding the issuance or listing of additional shares with the Nasdaq Capital Market. Subject to Stockholder Approval, the “Required Approvals”)issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market. (c) Each Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designations of any outstanding series of preferred stock of the Company and Company, its Subsidiaries have all franchisesCertificate of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it as described in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect (“Material Permits”)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 has conducted its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any actual notice of any proceeding proceedings relating to the revocation or modification of any Material Permitsuch certificate, authorization or permit.