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

Conduct of Business; Regulatory Permits. Neither the Company nor its Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock in the Company or Bylaws or their 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 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 would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), 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 which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31, 2004, (i) the Common Stock has been designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), 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 regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

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 Incorporationconstating documents, any Certificate certificate of Designationsdesignation, Preferences and Rights of any outstanding series of preferred stock in the Company or Bylaws bylaws or their organizational charter charter, certificate of formation, memorandum of association, articles of association, articles of incorporation 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 would could not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), without Without limiting the generality of the foregoing, except as could not, individually or in the aggregate, have a Material Adverse Effect, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market Nasdaq or the TSX. The Common Shares are listed and has posted for trading on the TSX and the Nasdaq and no knowledge order ceasing or suspending trading in any securities of any facts the Company or circumstances which would reasonably lead to delisting prohibiting the sale or suspension issuance of the Common Stock by Shares or the Principal Market in trading of any of the foreseeable future. Since December 31, 2004, (i) the Common Stock Company's issued securities has been designated for quotation on issued and, to the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting knowledge of the Common Stock from Company, no (formal or informal) proceedings for such purpose have been threatened or are pending. The Company is in material compliance with the Principal Marketpolicies and notices of the TSX and the Nasdaq. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

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 certificate of Designationsdesignation, Preferences and Rights preferences or rights of any other outstanding series of preferred stock in of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation 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 would could not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), without Without limiting the generality of the foregoing, except as described on Schedule 3(n) attached hereto, 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 which that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20042009, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), 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 each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

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 certificate of Designationsdesignation, Preferences and Rights preferences or rights of any other outstanding series of preferred stock in of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation 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 would could not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), without 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 which would that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20042008, except as set forth on Schedule 3(n), (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), 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 each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

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 any certificate of Incorporation, any Certificate of Designations, Preferences and Rights designations of any outstanding series of preferred stock in of the Company (if any), its Certificate of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association 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 for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3(n), without 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 which that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31During the two (2) years prior to the date hereof, 2004, (i) the Common Stock has been designated for quotation on the Principal Market. During the two (2) years prior to the date hereof, (iii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) except as provided in Schedule 3(n), 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, as presently operated, 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, authorization or permit.

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 certificate of Designationsdesignation, Preferences and Rights preferences or rights of any other outstanding series of preferred stock in of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation 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 would could not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), without 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 which would that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20042008, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), 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, except as disclosed in Schedule 3(n). The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

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 certificate of Designationsdesignations, Preferences and Rights preferences or rights of any other outstanding series of preferred stock in of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation 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 would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3(n), without 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 which would that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31April 9, 20042013, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), 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 each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign, federal or state regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

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 any certificate of Incorporation, any Certificate of Designations, Preferences and Rights designations of any outstanding series of preferred stock in of the Company (if any), its Articles of Incorporation or Bylaws or their organizational charter or memorandum of association or certificate of incorporation or articles of association 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 for possible violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3(n), without 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 which that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31During the two (2) years prior to the date hereof, 2004, (i) the Common Stock has been designated for quotation on the Principal Market. During the two (2) years prior to the date hereof, (iii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iiiii) except as provided in Schedule 3(n), 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, as presently operated, 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, authorization or permit.

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 Articles of Incorporation, any Certificate certificate of Designationsdesignation, Preferences and Rights preferences or rights of any other outstanding series of preferred stock in of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation 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 would could not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), without Without limiting the generality of the foregoing, except as set forth on Schedule 3(n), 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 which would that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31January 1, 20042007, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), 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 each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

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 certificate of Designationsdesignation, Preferences and Rights preferences or rights of any other outstanding series of preferred stock in of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation or certificate of incorporation or bylaws, respectively. Neither Except as disclosed in the SEC Reports, including the Company’s Current Report on Form 8-K filed on May 29, 2015, 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 would could not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(nthe SEC Reports (including the Company’s Current Report on Form 8-K filed on May 29, 2015), 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 which would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable futureTrading Market. Since December 31January 1, 20042013, (i) the Common Stock has been designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC Commission or the Principal Trading Market and (iiiii) except as provided disclosed in Schedule 3(n)the SEC Reports, the Company has received no communication, written or oral, from the SEC Commission or the Principal Trading Market regarding the suspension or delisting of the Common Stock from the Principal Trading Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

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 Articles of Incorporation, any Certificate certificate of Designationsdesignation, Preferences and Rights preferences or rights of any other outstanding series of preferred stock in of the Company or any of its Subsidiaries or Bylaws or their organizational charter charter, certificate of formation 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 would could not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), without Without limiting the generality of the foregoing, except as disclosed in the SEC Documents, 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 which would that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Since December 31July 7, 20042011, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as provided in Schedule 3(n), 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 each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.

Conduct of Business; Regulatory Permits. Neither the The Company nor its Subsidiaries is not in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock in the Company Incorporation or Bylaws or their organizational charter or certificate of incorporation or bylaws, respectively. 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 it, and the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries will not conduct its business in violation of any of the foregoing, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3(n), without 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 which that would reasonably lead to delisting or suspension of the Company Common Stock by the Principal Market in the foreseeable future. Since December 31, 20042003, (i) the Company Common Stock has been designated for quotation on the Principal Market, (ii) except as provided in Schedule 3(n), trading in the Company Common Stock has not been suspended by the SEC or the Principal Market and Market, (iii) except as provided in Schedule 3(n), the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Company Common Stock from the Principal Market, (iv) trading in Lumera Common Stock has not been suspended by the SEC or the Principal Market and (v) to the knowledge of the Company, Lumera has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Lumera Common Stock from the Principal Market. Since the date of the initial public offering of the Lumera Common Stock, the Lumera Common Stock has been designated for quotation or listed on the Principal Market. The Company and its Subsidiaries possess possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, as presently operated, 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, authorization or permit.