Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. (i) The QLT Shares are registered pursuant to Section 12(b) of the 1934 Exchange Act and QLT is a "reporting issuer" in each Province of Canada within the meaning of applicable Canadian Securities Laws and not on the list of reporting issuers in default under applicable Canadian Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of QLT, and QLT is in compliance in all material respects with applicable Canadian Securities Laws and U.S. Securities Laws. (ii) QLT is in compliance in all material respects with the requirements of the TSX and NASDAQ for continued listing of the QLT Shares thereon. QLT has not taken any action designed to terminate, or likely to have the effect of terminating, the registration of the QLT Shares under the 1933 Securities Act, the 1934 Exchange Act or, except as contemplated by this Agreement, the listing of such shares on the TSX or NASDAQ. (iii) Trading in QLT Shares on the TSX and NASDAQ is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of QLT is pending or, to the knowledge of QLT, threatened. To the knowledge of QLT, as of the date of this Agreement, no inquiry, review or investigation (formal or informal) of QLT by any securities commission or similar regulatory authority under applicable U.S. Securities Laws, Canadian Securities Laws, the TSX or NASDAQ is in effect or ongoing or expected to be implemented or undertaken. (iv) Except as set forth above in this Section 3.1(g), neither QLT nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (v) Since December 31, 2011, QLT has timely filed all forms, reports, statements and documents, including financial statements and management's discussion and analysis required to be filed by QLT under applicable Canadian Securities Laws and U.S. Securities Laws and the rules and policies of the TSX and NASDAQ. The documents in the QLT Public Disclosure Record, as at the respective dates filed, were in compliance in all material respects with applicable Canadian Securities Laws and U.S. Securities Laws and, where applicable, the rules and policies of the TSX and NASDAQ. (vi) None of the documents in the QLT Public Disclosure Record, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (vii) QLT has not filed any confidential material change report that at the date hereof remains confidential.

Securities Laws Matters. (i) The QLT Endo Shares are registered pursuant to Section 12(b) of the 1934 Exchange Act and QLT is Endo is, since March 4, 2014, a "“reporting issuer" ” in each Province of Canada within the meaning of applicable Canadian Securities Laws and is not on the list of reporting issuers in default under applicable Canadian Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of QLTEndo, and QLT Endo is in compliance in all material respects with applicable Canadian Securities Laws and U.S. Securities Laws. (ii) QLT Endo is in compliance in all material respects with the requirements of the TSX and NASDAQ for continued listing of the QLT Endo Shares thereon. QLT Endo has not taken any action designed to terminate, or likely to have the effect of terminating, the registration of the QLT Endo Shares under the 1933 Securities Act, the 1934 Exchange Act or, except as contemplated by this Agreement, or the listing of such shares on the TSX or NASDAQ. (iii) Trading in QLT Endo Shares on the TSX and NASDAQ is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of QLT Endo is pending or, to the knowledge of QLTEndo, threatened. To the knowledge of QLTEndo, as of the date of this Agreement, no inquiry, review or investigation (formal or informal) of QLT Endo by any securities commission or similar regulatory authority under applicable U.S. Securities Laws, Canadian Securities Laws, the TSX or NASDAQ is in effect or ongoing or expected to be implemented or undertaken. (iv) Except as set forth above in this Section 3.1(g3.2(g), neither QLT Endo nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (v) Since December 31, 20112011 (or, QLT in Canada, since March 4, 2014), Endo has timely filed all forms, reports, statements and documents, including financial statements and management's ’s discussion and analysis required to be filed by QLT Endo under applicable Canadian Securities Laws and U.S. Securities Laws and the rules and policies of the TSX and NASDAQ. The documents in the QLT Endo Public Disclosure Record, as at the respective dates filed, were in compliance in all material respects with applicable Canadian Securities Laws and U.S. Securities Laws and, where applicable, the rules and policies of the TSX and NASDAQ. (vi) None of the documents in the QLT Endo Public Disclosure Record, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (vii) QLT has not filed any confidential material change report that at the date hereof remains confidential.

Securities Laws Matters. (i) The QLT Shares are registered pursuant to Section 12(b) of the 1934 Exchange Act and QLT Tribute is a "“reporting issuer" in each Province of Canada ” within the meaning of applicable Canadian Securities Laws in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and Newfoundland and not on the list of reporting issuers in default under applicable Canadian Securities Laws, and no Laws in any such jurisdiction. No securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of QLT, and QLT Tribute. (ii) Tribute is in compliance in all material respects with applicable Canadian Securities Laws and Laws, U.S. Securities Laws. (ii) QLT is in compliance in all material respects with Law and the requirements of TSXV and the TSX and NASDAQ OTCQX International for continued listing of the QLT Tribute Common Shares thereon. QLT Except for the transactions contemplated by this Agreement, Tribute has not taken any action designed to terminate, or likely to have the effect of terminating, causing Tribute to cease to be a reporting issuer or which could lead to the registration of the QLT Shares under the 1933 Securities Act, the 1934 Exchange Act or, except as contemplated by this Agreement, the de-listing of such shares on from the TSX facilities of the TSXV or NASDAQthe OTCQX International. (iii) Trading in QLT the Tribute Common Shares on the TSX and NASDAQ TSXV is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of QLT Tribute is pending or, to the knowledge of QLTTribute, threatened. To the knowledge of QLTTribute, as of the date of this Agreement, no inquiry, review or investigation (formal or informal) of QLT Tribute by any securities commission commission, the TSXV or any similar regulatory authority under applicable U.S. Securities Laws, Canadian Securities Laws, U.S. Securities Laws or the TSX or NASDAQ policies of the TSXV is in effect or ongoing or expected to be implemented or undertaken. (iv) Except as set forth above in this Section 3.1(g3.2(g), neither QLT Tribute nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (v) Since December 31, 20112012, QLT Tribute has timely filed all forms, reports, statements and documents, including financial statements and management's ’s discussion and analysis required to be filed by QLT Tribute under applicable Canadian Securities Laws and Laws, U.S. Securities Laws Law and the rules and policies of TSXV and the TSX and NASDAQOTCQX International. The documents in the QLT Tribute Public Disclosure Record, as at the respective dates filed, were in compliance in all material respects with applicable Canadian Securities Laws and Laws, U.S. Securities Laws Law and, where applicable, the rules and policies of TSXV and the TSX and NASDAQOTCQX International. (vi) None of the documents in the QLT Tribute Public Disclosure Record, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (vii) QLT . Tribute has not filed any confidential material change report that reports which remain confidential as at the date hereof remains confidentialhereof.

Securities Laws Matters. (i) The QLT Acasti Shares are registered pursuant to Section 12(b) of the 1934 Exchange Act and QLT Acasti is a "“reporting issuer" ” in each Province of Canada within the meaning of applicable Canadian Securities Laws and not on the list of reporting issuers in default under applicable Canadian Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of QLTAcasti, and QLT Acasti is in compliance in all material respects with applicable Canadian Securities Laws and U.S. Securities Laws. (ii) QLT is Acasti is, and has been since December 31, 2019, in compliance in all material respects with the requirements requirements, rule and regulations of the TSX TSXV and NASDAQ (other than those disclosed in the Acasti Public Disclosure Record) with respect to corporate governance and for continued listing of the QLT Acasti Shares thereon. QLT Acasti has not taken any action designed to terminate, or likely to have the effect of terminating, the registration of the QLT Acasti Shares under the 1933 Securities Act, the 1934 Exchange Act or, except as contemplated by this Agreement, the listing of such shares on the TSX TSXV or NASDAQ. (iii) Trading in QLT Acasti Shares on the TSX TSXV and NASDAQ is not currently halted or suspended. No Other than as disclosed in the Acasti Public Record, no delisting, suspension of trading or cease trading order with respect to any securities of QLT Acasti is pending or, to the knowledge of QLTAcasti, threatened. To the knowledge of QLTAcasti, as of the date of this Agreement, no inquiry, review or investigation (formal or informal) of QLT Acasti by any securities commission or similar regulatory authority under applicable U.S. Securities Laws, Canadian Securities Laws, the TSX TSXV or NASDAQ is in effect or ongoing or expected to be implemented or undertaken. (iv) Except as set forth above in this Section 3.1(g), neither QLT Acasti nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (v) Since December 31, 20112019, QLT Acasti has timely filed or furnished, all forms, reports, statements statements, certifications and documents, including including, but not limited to, financial statements and management's ’s discussion and analysis analysis, required to be filed or furnished by QLT Acasti under applicable Canadian Securities Laws and U.S. Securities Laws and the rules and policies of the TSX TSXV and NASDAQ. The documents Each document in the QLT Acasti Public Disclosure Record, as at the respective dates fileddate it was filed or furnished, were in compliance complied in all material respects with applicable requirements of the Canadian Securities Laws and Laws, U.S. Securities Laws and, where applicable, the rules and policies of the TSX TSXV and NASDAQ, or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Canadian Securities Laws, U.S. Securities Laws and, where applicable, the rules and policies of the TSXV and NASDAQ. (vi) None of the documents in the QLT Acasti Public Disclosure Record, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and any document in the Acasti Public Disclosure Record filed or furnished with SEDAR or XXXXX subsequent to the date of this Agreement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As used in this Section 3.1(g)(vi), the term “material” shall refer to the materiality standard under U.S. Securities Laws. (vii) QLT As of the date of this Agreement, Acasti has timely responded to all comment letters of the staff of the SEC relating to the documents in the Acasti Public Disclosure Record, and the SEC has not advised Acasti that any final reports are inadequate, insufficient or otherwise non-responsive. Acasti has made available to Grace true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Acasti and any of its Subsidiaries, on the other hand, occurring since December 31, 2019 and will, reasonably promptly following receipt thereof, make available to Grace any such correspondence sent or received after the date of this Agreement. As of the date of this Agreement, to the knowledge of Acasti, none of the documents in the Acasti Public Disclosure Record is the subject of ongoing SEC review or outstanding SEC comment. (viii) The certifications required by Rule 13a-14(a) and Rule 13a-14(b) under the U.S. Securities Laws relating to any documents in the Acasti Public Disclosure Record are accurate and complete and comply as to form and content with all applicable U.S. Securities Laws. (ix) Acasti has not filed any confidential material change report that at the date hereof remains confidential.

Securities Laws Matters. (i) The QLT Shares are registered pursuant to Section 12(b) of the 1934 Exchange Act and QLT is a "“reporting issuer" ” in each Province of Canada within the meaning of applicable Canadian Securities Laws and not on the list of reporting issuers in default under applicable Canadian Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of QLT, and QLT is in compliance in all material respects with applicable Canadian Securities Laws and U.S. Securities Laws. (ii) QLT is in compliance in all material respects with the requirements of the TSX and NASDAQ for continued listing of the QLT Shares thereon. QLT has not taken any action designed to terminate, or likely to have the effect of terminating, the registration of the QLT Shares under the 1933 Securities Act, the 1934 Exchange Act or, except as contemplated by this Agreement, the listing of such shares on the TSX or NASDAQ. (iii) Trading in QLT Shares on the TSX and NASDAQ is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of QLT is pending or, to the knowledge of QLT, threatened. To the knowledge of QLT, as of the date of this Agreement, no inquiry, review or investigation (formal or informal) of QLT by any securities commission or similar regulatory authority under applicable U.S. Securities Laws, Canadian Securities Laws, the TSX or NASDAQ is in effect or ongoing or expected to be implemented or undertaken. (iv) Except as set forth above in this Section 3.1(g), neither QLT nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (v) Since December 31, 20112013, QLT has timely filed all forms, reports, statements and documents, including financial statements and management's ’s discussion and analysis required to be filed by QLT under applicable Canadian Securities Laws and U.S. Securities Laws and the rules and policies of the TSX and NASDAQ. The documents in the QLT Public Disclosure Record, as at the respective dates filed, were in compliance in all material respects with applicable Canadian Securities Laws and U.S. Securities Laws and, where applicable, the rules and policies of the TSX and NASDAQ. (vi) None of the documents in the QLT Public Disclosure Record, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (vii) QLT has not filed any confidential material change report that at the date hereof remains confidential.

Securities Laws Matters. (ia) The QLT Parent Shares are registered pursuant to Section 12(b) of the 1934 Exchange Act and QLT is Parent is, since March 4, 2014, a "“reporting issuer" ” in each Province of Canada within the meaning of applicable Canadian Securities Laws and is not on the list of reporting issuers in default under applicable Canadian Securities Laws, and no securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of QLTParent, and QLT Parent is in compliance in all material respects with applicable Canadian Securities Laws and U.S. requirements under the Exchange Act or the Securities LawsAct, as the case may be. (iib) QLT Parent is in compliance in all material respects with the requirements of the TSX and NASDAQ for continued listing of the QLT Parent Shares thereon. QLT Parent has not taken any action designed to terminate, or likely to have the effect of terminating, the registration of the QLT Parent Shares under the 1933 Securities Act, the 1934 Exchange Act or, except as contemplated by this Agreement, or the listing of such shares on the TSX or NASDAQ. (iiic) Trading in QLT Parent Shares on the TSX and NASDAQ is not currently halted or suspended. No delisting, suspension of trading or cease trading order with respect to any securities of QLT Parent is pending or, to the knowledge of QLTParent, threatened. To the knowledge of QLTParent, as of the date of this Agreement, no inquiry, review or investigation (formal or informal) of QLT Parent by any securities commission or similar regulatory authority under applicable U.S. the Exchange Act, the Securities LawsAct, Canadian Securities Laws, the TSX or NASDAQ is in effect or ongoing or expected to be implemented or undertaken. (ivd) Except as set forth above in this Section 3.1(g)5.5, neither QLT Parent nor any of its Subsidiaries is subject to continuous disclosure or other public reporting requirements under any securities Laws. (ve) Since December March 31, 20112013 (or, QLT in Canada, since March 4, 2014), Parent has timely filed all forms, reports, statements and documents, including financial statements and management's ’s discussion and analysis required to be filed by QLT Parent under applicable Canadian Securities Laws and U.S. Laws, the Exchange Act or the Securities Laws Act, as the case may be and the rules and policies of the TSX and NASDAQ. The documents in the QLT Parent Public Disclosure Record, as at the respective dates filed, were in compliance in all material respects with applicable Canadian Securities Laws and U.S. Laws, the Exchange Act, the Securities Laws Act and, where applicable, the rules and policies of the TSX and NASDAQ. (vif) None of the documents in the QLT Parent Public Disclosure Record, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (vii) QLT has not filed any confidential material change report that at the date hereof remains confidential.