Common use of No Conflicts; No Violation Clause in Contracts

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Shares) do not and will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate of Incorporation, By-laws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, 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, the Warrants or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants in accordance with the terms hereof and to issue the Warrant Shares upon exercise of the Warrants.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants all other agreements, documents and instruments contemplated hereby and thereby by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant SharesSecurities) do not and will not (i) conflict with or result in a violation of any provision of the Amended and Restated Certificate of Incorporation or By-laws, laws of the Company or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, license or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected affected, except in the case of clause (except ii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Amended and Restated Certificate of Incorporation, Incorporation or By-laws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, conducting its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which wouldexcept for actual or possible violations as would not, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or and any listing agreement with any securities exchange or automated quotation system, 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, the Warrants Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants Securities in accordance with the terms hereof hereof. All consents, authorizations, orders, filings and registrations which the Company is required to issue obtain pursuant to the Warrant Shares upon exercise preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the Warrantslisting requirements of the NYSE.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant SharesUnits) do not and will not (i) conflict with or result in a violation of any provision of the its Certificate of Incorporation or By-lawsBylaws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision)amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (Company, except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate of Incorporation, By-laws Incorporation or other organizational documents Bylaws and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, conducting its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the 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, the Warrants or the Registration Rights Agreement, in each case Agreement in accordance with the terms hereof or thereofhereof, or to issue and sell the Common Shares and the Warrants Units in accordance with the terms hereof other than such as have been made or obtained, and except for any filings required to issue be made under federal or state securities laws. All consents, authorizations, orders, filings and registrations that the Warrant Shares upon exercise of Company is required to obtain pursuant to the Warrantspreceding sentence have been obtained or effected on or prior to the Closing Date.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants Convertible Notes by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Convertible Notes and Conversion Shares) do not and will not (i) conflict with or result in a violation of any provision of the Certificate Company’s Articles of Incorporation or By-lawsBylaws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except except, in the case of clauses (ii) and (iii), for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate Articles of Incorporation, By-laws Bylaws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order ofof (other than those obtained on or prior to the date hereof), 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, the Warrants Agreement or the Registration Rights Agreement, Convertible Notes in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants Convertible Notes in accordance with the terms hereof and to issue the Warrant Conversion Shares in connection with or upon exercise conversion of the WarrantsConvertible Notes.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants all other agreements, documents and instruments contemplated hereby and thereby by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance delivery of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Shares) do not and Securities will not (i) conflict with or result in a violation of any provision of the Certificate Restated Articles of Incorporation or By-laws, laws of the Company or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, license or instrument to which the Company is a party, or (iii) assuming the accuracy of the representations of the Initial Investors, result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected affected, except in the case of clauses (except ii) or (iii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate Restated Articles of Incorporation, Incorporation or By-laws laws. The Company is not in violation of any law, ordinance or other organizational documents and regulation of any governmental entity which violation, individually or in the aggregate would result in a Material Adverse Effect. The Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, 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, the Warrants or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants in accordance with the terms hereof and to issue the Warrant Shares upon exercise of the Warrants.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and Agreement, the Warrants and all other agreements, documents and instruments contemplated hereby and thereby by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Shares) do not and will not (i) conflict with or result in a violation of any provision of the Amended and Restated Certificate of Incorporation or By-laws, laws of the Company or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, license or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected affected, except in the case of clauses (except i), (ii) and (iii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Amended and Restated Certificate of Incorporation, Incorporation or By-laws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, conducting its business in violation of any law, ordinance or regulation of any governmental entity, except where the failure to so comply with which wouldwould not, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or and any listing agreement with any securities exchange or automated quotation system, 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, the Warrants Registration Rights Agreement or the Registration Rights AgreementWarrants, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants in accordance with the terms hereof and to issue the Warrant Shares upon exercise of the Warrants. Assuming the accuracy of the representations and warranties of the Investors in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of Nasdaq.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Shares) do not and will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of or default under any provision of its Certificate Amended Charter or Bylaws. No Subsidiary is in violation of Incorporationor default under any provision of its articles or certificate of incorporation or bylaws or, By-laws if such Subsidiary is not a corporation, similar organizational and formation documents. The execution, delivery, and performance of, and compliance with, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the issuance, sale and delivery of the Preferred Shares and any Dividend Shares and issuance and delivery of the Conversion Shares, have not and will not (a) violate any Law or any order, injunction, ruling, writ, award, judgment or decree of any court or other organizational documents and agency of government or authority which is applicable to the Company is not in default (and no event has occurred or any Subsidiary or any of their assets, properties or businesses, or any provision of any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which with notice or lapse of time or both could put the Company or any Subsidiary or any of their assets, properties or businesses is bound, (b) conflict with, result in default) undera breach of, and the Company has not taken any action or failed to take any action that constitute (and no event has occurred whichor, without with due notice or lapse of time or both, would constitute) would a default under, or give rise to others any rights right of termination, amendment, acceleration or cancellation ofunder, any such indenture, agreement, indenture contract, license, arrangement, understanding, evidence of indebtedness, note, lease or instrument to which the Company is a party other instrument, or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company is not conducting, and, so long as or any Investor owns Subsidiary or any of the Securitiestheir assets, will not conduct, its business in violation properties or businesses. No provision of any lawTransaction Document violates, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration conflicts with, results in a breach of or constitutes (or, with due notice or lapse of time or both, would constitute) a default by any court other party under any other indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease 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, the Warrants or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants in accordance with the terms hereof and to issue the Warrant Shares upon exercise of the Warrantsother instrument.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Shares) do not and will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate of Incorporation, By-laws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, 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, the Warrants or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants in accordance with the terms hereof and to issue the Warrant Shares upon exercise of the Warrants. Except as set forth in Schedule 3.6, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the continued listing requirements of Nasdaq and does not reasonably anticipate that the Common Stock will be delisted by Nasdaq in the foreseeable future. The Company is unaware of any facts or circumstances which might give rise to the foregoing.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant SharesSecurities) do not and will not (i) conflict with or result in a violation of any provision of the its Certificate of Incorporation or By-lawsBylaws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company or any subsidiary is a party, or (iii) to the best of the Company’s knowledge, result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 subsidiary or by which any property or asset of the Company or subsidiary is bound or affected (except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company Neither the Company, nor any subsidiary is not in violation of its Certificate of Incorporation, By-laws Bylaws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company it is a party or by which any property or assets of the Company or any subsidiary is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect, nor is any other party in violation and/or breach of any such agreement, indenture or instrument. Each such agreement, indenture or instrument is the legal, valid and binding obligation of the Company, or subsidiary, as the case may be, enforceable in accordance with its terms. (c) The Neither the Company nor any subsidiary is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, conducting its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, 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, the Warrants or the Registration Rights Agreement, in each case Agreement in accordance with the terms hereof or thereofhereof, or to issue and sell the Common Shares and the Warrants Securities in accordance with the terms hereof hereof. All consents, authorizations, orders, filings and registrations which the Company is required to issue obtain pursuant to the Warrant Shares upon exercise of preceding sentence have been obtained or effected on or prior to the Warrantsdate hereof.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, Agreement and the Registration Rights Agreement and the Warrants by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant SharesSecurities) do not and will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, laws or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except in the case of clauses (i), (ii) and (iii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate of Incorporation, Incorporation or By-laws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, conducting its business in violation of any law, ordinance or regulation of any governmental entity, except where the failure to so comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, 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, the Warrants Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants Securities in accordance with the terms hereof hereof. Except as set forth in Schedule 3.5, all consents, authorizations, orders, filings and registrations which the Company is required to issue obtain pursuant to the Warrant Shares upon exercise preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the Warrantslisting requirements of Nasdaq.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants all other agreements, documents and instruments contemplated hereby and thereby by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant SharesSecurities) do not and will not (i) conflict with or result in a violation of any provision of the Amended and Restated Certificate of Incorporation or By-laws, laws of the Company or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, license or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected affected, except in the case of clause (except ii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Amended and Restated Certificate of Incorporation, Incorporation or By-laws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, conducting its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which wouldexcept for actual or possible violations as would not, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or and any listing agreement with any 8 securities exchange or automated quotation system, 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, the Warrants Agreement or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants Securities in accordance with the terms hereof hereof. All consents, authorizations, orders, filings and registrations which the Company is required to issue obtain pursuant to the Warrant Shares upon exercise preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the Warrantslisting requirements of the NYSE.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants Convertible Notes by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Convertible Notes and Conversion Shares) do not and will not (i) conflict with or result in a violation of any provision of the Certificate Company’s Articles of Incorporation or By-lawsBylaws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (except except, in the case of clauses (ii) and (iii), for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate Articles of Incorporation, By-laws Bylaws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order ofof (other than those obtained on or prior to the date hereof), 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, the Warrants Agreement or the Registration Rights Agreement, Convertible Notes in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants Convertible Notes in accordance with the terms hereof and to issue the Warrant Conversion Shares in connection with or upon exercise conversion of the WarrantsConvertible Notes.

No Conflicts; No Violation. (aA) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Warrants by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant SharesUnits) do not and will not (i) conflict with or result in a violation of any provision of the its Certificate of Incorporation or By-lawsBylaws, (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision)amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. 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 by which any property or asset of the Company is bound or affected (Company, except for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (bB) The Company is not in violation of its Certificate of Incorporation, By-laws Incorporation or other organizational documents Bylaws and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (cC) The Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, conducting its business in violation of any law, ordinance or regulation of any governmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. (dD) Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the 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, the Warrants or the Registration Rights Agreement, in each case Agreement in accordance with the terms hereof or thereofhereof, or to issue and sell the Common Shares and the Warrants Units in accordance with the terms hereof other than such as have been made or obtained, and except for any filings required to issue be made under federal or state securities laws. All consents, authorizations, orders, filings and registrations that the Warrant Shares upon exercise of Company is required to obtain pursuant to the Warrantspreceding sentence have been obtained or effected on or prior to the Closing Date.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, each of the Registration Rights Agreement and the Warrants Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance delivery of the Common Shares, the Warrants and the Warrant Shares and reservation for issuance of the Warrant Shares) do not and Securities will not (i) conflict with or result in a violation of any provision of the Certificate Articles of Incorporation or By-laws, laws of the Company or (ii) 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 could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license, license or instrument to which the Company or any of its subsidiaries is a party, or (iii) assuming the accuracy of the representations of the Investors, result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company Company, any of subsidiaries, or its securities are subject) ), applicable to the Company or by which any property or asset of the Company or any of its subsidiaries is bound or affected affected, except in the case of clauses (except ii) and (iii) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). (b) The Company is not in violation of its Certificate Articles of Incorporation, Incorporation or By-laws laws. To the knowledge of the Company, the Company is not in violation of any law, ordinance or other organizational documents and the regulation of any governmental entity. The Company is not in default (and no event has occurred which with notice or lapse of time or both could put the Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, under any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party or by which any property or assets of the Company or any of its subsidiaries is bound or affected, except for possible such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (c) The Without limiting the generality of the foregoing, the Company is not conducting, and, so long as any Investor owns any of the Securities, will not conduct, its business in violation of any lawof the rules, ordinance regulations or regulation requirements of the Nasdaq National Market (the "Principal Market"), where such violation (individually or in the aggregate) reasonably would be expected to result in the delisting or suspension of the Common Stock from the Principal Market, and has no knowledge of any governmental entityfacts or circumstances which would reasonably lead to delisting or suspension of the Common Stock on the Principal Market in the foreseeable future. Since January 31, 2003, (i) the Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the Securities and Exchange Commission (the "SEC") or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. 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 comply with which wouldpossess such certificates, authorizations or permits would not have, individually or in the aggregate, have a Material Adverse Effect. (d) Except as specifically contemplated by this Agreement , and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, neither the Company is not required nor any such subsidiary has received any notice of proceedings relating to obtain the revocation or modification of any consentsuch certificate, 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, the Warrants or the Registration Rights Agreement, in each case in accordance with the terms hereof or thereof, or to issue and sell the Common Shares and the Warrants in accordance with the terms hereof and to issue the Warrant Shares upon exercise of the Warrantspermit.