consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions
contemplated by this Agreement, except such as have been obtained under the Act, the approval by the Financial Industry Regulatory Authority (FINRA) of the underwriting terms and arrangements and such consents, approvals, authorizations,
orders, registrations or qualifications as may have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;
(x) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or
any of its subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, license, lease or
other agreement or instrument to which it is a party or by which it or any of its properties or assets may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in
the aggregate, have a Material Adverse Effect;
(xi) The statements set forth in the Pricing Prospectus and
Prospectus under the caption Description of Capital Stock, insofar as they purport to constitute a summary of the terms of the Shares, under the caption Material U.S. Federal Income Tax Consequences to Non-U.S. Holders, and under the caption Underwriting, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all
material respects;
(xii) Other than as set forth in the Pricing Prospectus, there are no legal, governmental or
regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (Actions) pending to which the Company or any of its subsidiaries or, to the Companys knowledge, any officer or director of the
Company is a party or of which any property of the Company or any of its subsidiaries or, to the Companys knowledge, any officer or director of the Company is the subject which, if determined adversely to the Company or any of its subsidiaries
(or such officer or director), would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and, to the Companys knowledge, no such proceedings are threatened or contemplated by governmental authorities or
others.
(xiii) During the past three years, except in each case as would not reasonably be expected to have a
Material Adverse Effect on the Company and its subsidiaries, taken as a whole: (A) the Company and its subsidiaries have conducted their businesses in compliance with all applicable laws, statutes, codes, treaties, decrees, rules, ordinances and
regulations and any determination or direction of any arbitrator or any regulatory authorities (collectively, Laws) relating to the operation and conduct of their businesses or any of their products, properties or facilities, including,
without limitation, all applicable Laws administered or enforced by the U.S. Food and Drug Administration (the FDA), the U.S. Department of Agriculture (the USDA) or any other regulatory authority regulating the development,
cultivation, manufacture, production, import, export, packaging, packing, labeling, handling, storage, transportation, distribution, purchase, sale, advertising or marketing of food, and (B) neither the Company nor any of its subsidiaries has
received written notice of any violation, alleged violation or potential violation of any such Laws;
(xiv) During
the past three years, all applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom,
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