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

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designation of any outstanding series of preferred stock of the Company, their respective certificates of incorporation, bylaws or equivalent documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable future. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required by the appropriate Governmental Authorities or Self-Regulatory Organizations necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 6 contracts

Sources: Exchange Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.), Unit Purchase Agreement (Bonds.com Group, Inc.)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate its Certificate of designation of any outstanding series of preferred stock Incorporation of the CompanyCompany or any of its Subsidiaries or Bylaws, their respective certificates of incorporation, bylaws or equivalent documentsrespectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable future. The Company and each of its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities (including, without limitation, FINRA) necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, which if so initiated and adjudicated against the Company would be reasonably expected to have a Material Adverse Effect. None of the Subsidiaries has received any notice of termination from one of their respective clearing brokers regarding such Subsidiaries’ relationship with such clearing broker.

Appears in 3 contracts

Sources: Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any its Certificate of Incorporation or Bylaws or their organizational charter or certificate of designation of any outstanding series of preferred stock of the Companyincorporation or bylaws, their respective certificates of incorporation, bylaws or equivalent documentsrespectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Since December 31, 2003, (i) the generality of Common Stock has been designated for quotation on the foregoingPrincipal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company is not in violation of any of has received no communication, written or oral, from the rules, regulations SEC or requirements that permit trading the Principal Market regarding the suspension or delisting of the Common Stock on from the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable futurePrincipal Market. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Modtech Holdings Inc), Securities Purchase Agreement (Inksure Technologies Inc.)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation designation, preferences or rights of any other outstanding series of preferred stock of the Company, Company or Bylaws or their respective certificates organizational charter or certificate of incorporation, incorporation or bylaws or equivalent other constitutive documents, respectively. Neither Except as set forth on Schedule 3(n), 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 the Company covenants that neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting During the generality of two (2) years prior to the foregoingdate hereof, the Company is not in violation of any of the rules, regulations or requirements that permit trading of (i) the Common Stock has been designated for quotation on the OTCBB that would reasonably lead to the suspension of the Principal Market and (ii) trading of in the Common Stock on has not been suspended by the OTCBB in SEC or the foreseeable futurePrincipal Market. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Prentice Capital Management, LP), Securities Purchase Agreement (Ascendia Brands, Inc.)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its certificate of or in default under incorporation, any certificate of designation designation, preferences, or rights of any other outstanding series of preferred stock of the Company, their respective certificates Company or any of incorporation, its Subsidiaries or bylaws or equivalent documentstheir organizational charter, certificate of formation, memorandum of association, articles of association, certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule rule, or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that permit trading could reasonably lead to delisting or suspension of the Common Stock on by the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB Principal Market in the foreseeable future. The Company and each of its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Rubicon Technologies, Inc.), Securities Purchase Agreement (Rubicon Technologies, Inc.)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its certificate of incorporation, certificate of designation, any certificate of designation of any outstanding series of preferred stock of the Company, their respective certificates of incorporation, bylaws designations or equivalent documentsother constituent documents or its bylaws. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries and so long as any of its SubsidiariesSecurities are outstanding, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable future. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (American Defense Systems Inc)

Conduct of Business; Regulatory Permits. Neither the The Company nor any of its Subsidiaries is not in violation of any term of or in default under any certificate of designation designations of any outstanding series of preferred stock of the Company, their respective certificates its Certificate of incorporationIncorporation or Bylaws (as such terms are defined below) or its organizational charter or memorandum of association or certificate of incorporation or articles of association or bylaws, bylaws or equivalent documentsrespectively. Neither the The Company nor any of its Subsidiaries is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its SubsidiariesCompany, and neither the Company nor any of its Subsidiaries will shall not conduct 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. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to the delisting or suspension of the trading of the Common Stock on by the OTCBB Principal Market in the foreseeable future. Except as set forth in Schedule 3(n), during the two (2) years prior to the date hereof, (i) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (ii) 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 possesses all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities federal, state or Self-Regulatory Organizations foreign regulatory authorities necessary to conduct their respective businessesits business, 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 not received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (Biovest International Inc)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is are in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation designations of any outstanding series of preferred stock of the CompanyCompany or Bylaws or their organizational charter or bylaws, their respective certificates of incorporation, bylaws or equivalent documentsrespectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to the delisting or suspension of the trading of the Common Stock on by the OTCBB Principal Market in the foreseeable future. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (NPS Pharmaceuticals Inc)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in material violation of any term of or in default under any certificate its Incorporation Documents, Articles of designation Association or Memorandum of any outstanding series Association, respectively. To the best of preferred stock of the Companyits knowledge, their respective certificates of incorporation, bylaws or equivalent documents. Neither neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Since December 31, 2002, (i) the generality shares of Common Stock of the foregoingCompany have been quoted on the OTCBB, and (ii) trading in the shares of the Company is has not in violation of any of been suspended by the rules, regulations SEC or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable futureOTCBB. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (Defense Industries International Inc)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any its Articles of Incorporation or Bylaws or their organizational charter or certificate of designation of any outstanding series of preferred stock of the Companyincorporation or bylaws, their respective certificates of incorporation, bylaws or equivalent documentsrespectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Since December 31, 2006, except as set forth in Schedule 3(n), (i) the generality of Common Stock has been designated for quotation on the foregoingPrincipal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company is not in violation of any of has received no communication, written or oral, from the rules, regulations SEC or requirements that permit trading the Principal Market regarding the suspension or delisting of the Common Stock on from the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable futurePrincipal Market. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Share Purchase Agreement (I/Omagic Corp)

Conduct of Business; Regulatory Permits. Neither the Company Parent nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designation of any outstanding series of preferred stock of the CompanyBuyer or Parent, their respective certificates of incorporation, bylaws or equivalent documents. Neither the Company Parent nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company Parent or any of its Subsidiaries, and neither the Company Parent nor any of its Subsidiaries will conduct 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 Parent Material Adverse Effect. Without limiting the generality of the foregoing, the Company Parent is not in violation of any of the rules, regulations or requirements that permit trading of the Parent Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Parent Common Stock on the OTCBB in the foreseeable future. The Company Parent and its Subsidiaries possess all certificates, approvals, authorizations and permits required by the appropriate Governmental Authorities or Self-Regulatory Organizations 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 Parent Material Adverse Effect, and neither the Company Parent nor any such Subsidiary has its Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Asset Purchase Agreement (Bonds.com Group, Inc.)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designation designations of any outstanding series of ordinary shares and preferred stock shares of the Companysuch party (if any), or any of their respective certificates of incorporationarticles, bylaws or equivalent other governing documents, as applicable, except for any violation which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither Except as described in a Company Report, neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation or other lawful requirements of any governmental or regulatory body applicable to the Company or any of its SubsidiariesSubsidiaries (including any Applicable Securities Laws), and neither the Company nor any of its Subsidiaries will conduct 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. Without limiting the generality of the foregoingExcept as described in a Company Report, the Company is not in violation and each of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable future. The Company and its Subsidiaries possess possesses all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities federal, state or Self-Regulatory Organizations 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 notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permitpermit except as set forth in a Company Report.

Appears in 1 contract

Sources: Note Purchase Agreement (Orckit Communications LTD)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation designations of any outstanding series of preferred stock of the CompanyCompany or the Bylaws or their organizational charter or bylaws, their respective certificates of incorporation, bylaws or equivalent documentsrespectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Since June 30, 2008, (i) the generality of Common Stock has been designated for quotation on the foregoingPrincipal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company is not in violation of any of has received no communication, written or oral, from the rules, regulations SEC or requirements that permit trading the Principal Market regarding the suspension or delisting of the Common Stock on from the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable futurePrincipal Market. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (Liberator Medical Holdings, Inc.)

Conduct of Business; Regulatory Permits. Neither Except as disclosed in Schedule 3(n), neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its articles of incorporation, any certificate of designation designations of rights and preferences of any outstanding series of preferred stock of the Company, their respective certificates of incorporation, Company or bylaws or equivalent documentstheir organizational charter or bylaws, respectively (except, with respect to the Subsidiaries, for violations that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). Neither Except as disclosed in Schedule 3(n), neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoingExcept as disclosed in Schedule 3(n), the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable future. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities federal, state or Self-Regulatory Organizations foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (I2 Telecom International Inc)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any certificate of designation of any outstanding series of preferred stock of the Company, their respective certificates of incorporation, bylaws or equivalent documents. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements that permit trading of the Common Stock on the OTCBB OTCQB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB OTCQB in the foreseeable future. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required by the appropriate Governmental Authorities or Self-Regulatory Organizations necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Unit Purchase Agreement (Bonds.com Group, Inc.)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any its Certificate of Incorporation or their organizational charter, certificate of designation of any outstanding series of preferred stock of the Company, their respective certificates of incorporation, incorporation or other organizational documents or bylaws or equivalent other governing documents, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting Since January 27, 2005, (i) the generality ADRs have been designated for quotation on the Principal Market, (ii) trading in the ADRs has not been suspended by the SEC, the ASIC, the ASX or the Principal Market, other than pursuant to the request of the foregoingCompany, and (iii) the Company has received no communication, written or oral, from the SEC, the Company is not in violation of any ASIC, the ASX or the Principal Market regarding the suspension or delisting of the rulesADRs from the Principal Market, regulations or requirements that permit trading other than pursuant to the request of the Common Stock on the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB in the foreseeable futureCompany. The Company and its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities federal, state, territory or Self-Regulatory Organizations 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 notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (pSivida LTD)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under any its certificate of designation incorporation, the Certificate of Designation, any other certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company, their respective certificates of incorporation, Company or its bylaws or equivalent documentstheir organizational charter or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, to the best of its knowledge, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that permit trading could reasonably lead to delisting or suspension of the Common Stock on by the OTCBB that would reasonably lead to the suspension of the trading of the Common Stock on the OTCBB Principal Market in the foreseeable future. The Company and each of its Subsidiaries possess all certificates, approvals, authorizations and permits required issued by the appropriate Governmental Authorities or Self-Regulatory Organizations regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit.

Appears in 1 contract

Sources: Securities Purchase Agreement (City Language Exchange Inc)