Absence of Certain Changes. Since ​, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Certain Changes. Except as disclosed in [Schedule 4(g)], since ​ filed its last annual report on Form 10-K, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of ​ or its Subsidiaries. ​ has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does ​ or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. ​ is financially solvent and is generally able to pay its debts as they become due.

Absence of Certain Changes. Other than as disclosed herein there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect.

Absence of Certain Changes. Since the latest date of the CLRI Financial Statements, CLRI has not:

Cosmos has filed all reports required to be filed with the SEC pursuant to the Exchange Act since ​ (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by Cosmos with the SEC, are collectively referred to as the “Cosmos SEC Reports). All of the Cosmos SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): # complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and # did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of Cosmos included in the Cosmos SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements # were prepared from the books and records of Cosmos, # were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and # present fairly the financial position of Cosmos as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the Cosmos SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements # were prepared from the books and records of Cosmos, # were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and # present fairly the financial position of Cosmos as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto.

Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence. A Participant shall not cease to be considered an Employee, Non-Employee Director or Consultant, as applicable, in the case of any # leave of absence approved by the Company, # transfer between locations of the Company or between the Company and any of its Affiliates or any successor thereof, or change in status (Employee to Director, Employee to Consultant, etc.), provided that such change does not affect the specific terms applying to the Participant's Award.

Absence of Default. Since the end of the Company’s fiscal year ended ​, no event has occurred which either of itself or with the lapse of time or the giving of notice or both, would give any creditor of the Company the right to accelerate the maturity of any material Indebtedness of the Company. The Company is not in default under any Lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, non-compliance with which could reasonably be expected to result in a Material Adverse Effect on the Company.

Absence of Control. It is the intent of the parties to this Agreement that in no event shall the ​, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the ​ shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.

Absence of Manipulation. The Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which constituted or would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares.

Absence of Litigation. There are no Proceedings pending or, to the knowledge of the Purchaser, threatened, against the Purchaser or any of its Affiliates seeking to prevent, hinder, modify or delay the transactions contemplated hereby or by the other Transactional Agreements.