Common use of Consents and Permits Clause in Contracts

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except as have been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such as may be required under the blue sky laws of any jurisdiction or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time.

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-self regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time.Blue Sky laws;

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except as required pursuant to Section 9(h) below, and except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares, filings related to the transactions contemplated hereby on Form 8-K and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable TimeBlue Sky laws.

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-self regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable TimeBlue Sky laws.

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares, filings related to the transactions contemplated hereby on Form 8-K and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable TimeBlue Sky laws.

Consents and Permits. The (1) Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries possess have made all such filings, applications and submissions required by, and possesses all approvals, licenses, permitscertificates, certifications, clearances, consents, exemptions, marks, notifications, orders, certificatespermits and other authorizations issued by, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, statestate or foreign regulatory authorities (including, foreign without limitation, the FDA, and any other foreign, federal, state or local government or regulatory agencies authorities performing functions similar to those performed by the FDA) necessary for the ownership or judicial lease of their respective properties or governmental bodies that are or will be necessary to conduct their business its businesses as described in the Registration Statement and the Prospectuses Prospectus (collectively, “Permits”), except for licensessuch Permits the failure of which to possess, permits, consents, orders, certificates, authorizations, approvals, franchises, rights obtain or registrations, make the absence of which, individually or in the aggregate, same would not reasonably be expected to have a Material Adverse Effect; and neither the Company and nor any of its Subsidiaries have not has received any written notice of proceedings or investigations relating to the revocation limitation, revocation, cancellation, suspension, modification or modification non-renewal of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, and has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. (2) No consent, approval, authorization, permit, consent or order of, of or filing with any national, state or registration with, any court or local governmental or self-regulatory commission, board, body, authority or agency or body is required for in connection with the issue issuance and sale of the Placement Shares and or the consummation by the Company of the transactions contemplated by this Agreementhereby (including, except without limitation, the Exchange, or approval of the stockholders of the Company (including as have been obtained may be required pursuant to Rule 5635 of the NASDAQ Marketplace Rules)), other than (i) registration of the Placement Shares under the Securities Act, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Placement Shares are being offered by CF&Co, (iii) filing of any reports under the Exchange Act and Canadian Securities LawsAct, and or (iv) such approvals as may be required under by the blue sky laws Conduct Rules of any jurisdiction or the rules and regulations of Financial Industry Regulatory Authority, Inc. (“FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time”).

Consents and Permits. The (1) Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries possess have made all such filings, applications and submissions required by, and possesses all approvals, licenses, permitscertificates, certifications, clearances, consents, exemptions, marks, notifications, orders, certificatespermits and other authorizations issued by, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, statestate or foreign regulatory authorities (including, foreign without limitation, the FDA, and any other foreign, federal, state or local government or regulatory agencies authorities performing functions similar to those performed by the FDA) necessary for the ownership or judicial lease of their respective properties or governmental bodies that are or will be necessary to conduct their business its businesses as described in the Registration Statement and the Prospectuses Prospectus (collectively, “Permits”), except for licensessuch Permits the failure of which to possess, permits, consents, orders, certificates, authorizations, approvals, franchises, rights obtain or registrations, make the absence of which, individually or in the aggregate, same would not reasonably be expected to have a Material Adverse Effect; and neither the Company and nor any of its Subsidiaries have not has received any written notice of proceedings or investigations relating to the revocation limitation, revocation, cancellation, suspension, modification or modification non-renewal of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, and has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. (2) No consent, approval, authorization, permit, consent or order of, of or filing with any national, state or registration with, any court or local governmental or self-regulatory commission, board, body, authority or agency or body is required for in connection with the issue issuance and sale of the Placement Shares and or the consummation by the Company of the transactions contemplated by this Agreementhereby (including, except without limitation, the Exchange, or approval of the stockholders of the Company (including as have been obtained may be required pursuant to Rule 5635 of the NASDAQ Marketplace Rules)), other than (i) registration of the Placement Shares under the Securities Act, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Placement Shares are being offered by Ladenburg, (iii) filing of any reports under the Exchange Act and Canadian Securities LawsAct, and or (iv) such approvals as may be required under by the blue sky laws Conduct Rules of any jurisdiction or the rules and regulations of Financial Industry Regulatory Authority, Inc. (“FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time”).

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-self regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except as have been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such as may be required under the blue sky laws of any jurisdiction or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time.

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus, except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares, filings related to the transactions contemplated hereby on Form 8‑K and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under by the blue sky laws of any jurisdiction Financial Industry Regulatory Authority, Inc. (“FINRA”) or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained under state securities or effected on or prior to each Applicable TimeBlue Sky laws.

Consents and Permits. The (1) Except as disclosed in the Registration Statements and the Prospectus, the Company and its Subsidiaries possess have made all such filings, applications and submissions required by, and possesses all approvals, licenses, permitscertificates, certifications, clearances, consents, exemptions, marks, notifications, orders, certificatespermits and other authorizations issued by, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, statestate or foreign regulatory authorities (including, foreign without limitation, the FDA, and any other foreign, federal, state or local government or regulatory agencies authorities performing functions similar to those performed by the FDA) necessary for the ownership or judicial lease of their respective properties or governmental bodies that are or will be necessary to conduct their business its businesses as described in the Registration Statement Statements and the Prospectuses Prospectus (collectively, “Permits”), except for licensessuch Permits the failure of which to possess, permits, consents, orders, certificates, authorizations, approvals, franchises, rights obtain or registrations, make the absence of which, individually or in the aggregate, same would not reasonably be expected to have a Material Adverse Effect; and neither the Company and nor any of its Subsidiaries have not has received any written notice of proceedings or investigations relating to the revocation limitation, revocation, cancellation, suspension, modification or modification non-renewal of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, and has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. (2) No consent, approval, authorization, permit, consent or order of, of or filing with any national, state or registration with, any court or local governmental or self-regulatory commission, board, body, authority or agency or body is required for in connection with the issue issuance and sale of the Placement Shares and or the consummation by the Company of the transactions contemplated by this Agreementhereby (including, except without limitation, the Exchange, or approval of the stockholders of the Company (including as have been obtained may be required pursuant to Rule 5635 of the NASDAQ Marketplace Rules)), other than (i) registration of the Placement Shares under the Securities Act, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Placement Shares are being offered by CF&Co, (iii) filing of any reports under the Exchange Act and Canadian Securities LawsAct, and or (iv) such approvals as may be required under by the blue sky laws Conduct Rules of any jurisdiction or the rules and regulations of Financial Industry Regulatory Authority, Inc. (“FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time”).

Consents and Permits. The Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares, filings related to the transactions contemplated hereby on Form 8-K (unless disclosed on Form 10-Q or Form 10-K) and such consents, approvals, authorizations, registrations or qualifications as have already been obtained or made or as may be required under the Securities Act, the Exchange Act and Canadian Securities Lawssecurities laws, and such as may be required under the blue sky laws of any jurisdiction or the rules and regulations of FINRA, the Principal Trading The NASDAQ Stock Market LLC or the TSX Toronto Stock Exchange in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time.

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except as required pursuant to Section 9(h) below, and except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares, filings related to the transactions contemplated hereby on Form 8-K and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable TimeBlue Sky laws.

Consents and Permits. The (1) Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries have made all filings, applications and submissions required by, and possess all such approvals, licenses, permitscertificates, certifications, clearances, consents, exemptions, marks, notifications, orders, certificatespermits and other authorizations issued by, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, statestate or foreign regulatory authorities (including, foreign without limitation, the FDA, and any other foreign, federal, state or local government or regulatory agencies authorities performing functions similar to those performed by the FDA) necessary for the ownership or judicial lease of their respective properties or governmental bodies that are or will be necessary to conduct their business its businesses as described in the Registration Statement and the Prospectuses Prospectus (collectively, “Permits”), except for licensessuch Permits the failure of which to possess, permits, consents, orders, certificates, authorizations, approvals, franchises, rights obtain or registrations, make the absence of which, individually or in the aggregate, same would not reasonably be expected to have a Material Adverse Effect; and neither the Company and nor any of its Subsidiaries have not has received any written notice of proceedings or investigations relating to the revocation limitation, revocation, cancellation, suspension, modification or modification non-renewal of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, and has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. (2) No consent, approval, authorization, permit, consent or order of, of or filing with any national, state or registration with, any court or local governmental or self-regulatory commission, board, body, authority or agency or body is required for in connection with the issue issuance and sale of the Placement Shares and or the consummation by the Company of the transactions contemplated by this Agreementhereby (including, except without limitation, the Exchange, or approval of the stockholders of the Company (including as have been obtained may be required pursuant to Rule 5635 of the NASDAQ Marketplace Rules)), other than (i) registration of the Placement Shares under the Securities Act, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Placement Shares are being offered by Ladenburg, (iii) filing of any reports under the Exchange Act and Canadian Securities LawsAct, and or (iv) such approvals as may be required under by the blue sky laws Conduct Rules of any jurisdiction or the rules and regulations of Financial Industry Regulatory Authority, Inc. (“FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable Time”).

Consents and Permits. The Company and its Subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares, filings related to the transactions contemplated hereby on Form 8‑K and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable TimeBlue Sky laws.

Consents and Permits. The Company and its Subsidiaries Subsidiary possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries Subsidiary have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-self regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Shares, filings related to the transactions contemplated hereby on Form 8-K and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable TimeBlue Sky laws.

Consents and Permits. The To the Company’s actual knowledge, the Company and its Subsidiaries subsidiaries possess all such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises and rights issued by and have obtained or made all such registrations with the appropriate federal, state, foreign or local regulatory agencies or judicial or governmental bodies that are or will be necessary to conduct their business as described in the Registration Statement and the Prospectuses Prospectus except for licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect; the Company and its Subsidiaries subsidiaries have not received any notice of proceedings or investigations relating to the revocation or modification of any such licenses, permits, consents, orders, certificates, authorizations, approvals, franchises, rights or registrations which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. No consent, approval, authorization, permit, or order of, or filing or registration with, any court or governmental or self-regulatory agency or body is required for the issue and sale of the Shares and the consummation by the Company of the transactions contemplated by this Agreement, except the filing with the Commission of the Registration Statement (including the Prospectus) and amendments and supplements to the Registration Statement and Prospectus related to the issue and sale of the Securities, filings related to the transactions contemplated hereby on Form 8-K and such consents, approvals, authorizations, registrations or qualifications as have already been obtained under the Securities Act, the Exchange Act and Canadian Securities Laws, and such or made or as may be required under the blue sky laws of any jurisdiction state securities or the rules and regulations of FINRA, the Principal Trading Market or the TSX in connection with the transactions contemplated by this Agreement. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to each Applicable TimeBlue Sky laws.