Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Shares or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s 's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of the Company’s its Subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would (i) have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Ordinary Shares or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of the Company’s its Subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s Public Reports, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Shares or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s subsidiaries or any of the Company’s or its subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened in writing against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, except as set forth in Schedule 3(t).

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or the Common Stock, wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the Company’s officers documents contemplated herein, or directors, whether of (ii) have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Exchange Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or, to the knowledge of Company’s knowledge, affecting the Company, threatened against or affecting the Company Ordinary Shares or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, except as set forth in Schedule 3(h).

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization board or body pending or, to the knowledge of the Company, threatened against or affecting Company, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business or financial condition of Company or the transactions contemplated by this Agreement or any of the Company’s officers documents contemplated hereby or directorswhich would adversely affect the validity or enforceability of, whether or the authority or ability of a civil Company to perform its obligations under, this Agreement or criminal nature or otherwise, in their capacities as suchany of such other documents.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation that is material, individually or in the aggregate, before or by by, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory selfregulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil material adverse effect on the Company or criminal nature or otherwise, in their capacities as suchits operations.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers 's subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would (i) have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchrelating to the issuance of the Securities.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s 's officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers Common Stock, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no claim, action, suit, proceedingarbitration, inquiry investigation or investigation before other proceeding pending against, or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting affecting, the Company or any of its properties or, to the knowledge of the Company’s , any of its respective officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchdirectors before any Governmental Entity.

Absence of Litigation. There As of the date hereof, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchits subsidiaries.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock, or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyBorrower or any of its Subsidiaries, threatened against or affecting the Company Borrower or any of the Company’s its Subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, except as set forth in their capacities as suchSchedule 3(t).

Absence of Litigation. There is no claim, action, suit, proceedingarbitration, inquiry investigation or investigation before other proceeding pending against, or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting affecting, the Company Company, any Subsidiary or any of their respective properties or, to the knowledge of the Company’s , any of their respective officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchdirectors before any Governmental Entity.

Absence of Litigation. There is no civil, criminal, administrative suit, claim, action, suithearing, proceedingproceeding or, inquiry or investigation before or by any courtto the knowledge of the Company, public boardinvestigation, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or its subsidiaries, or any of the Company’s officers their respective properties or directorsassets at law or in equity, whether of a civil and there are no Orders, before any arbitrator or criminal nature or otherwiseGovernmental Authority, in their capacities each case as suchwould have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation by any person or entity or before any Governmental Entity or by any court, public board, government agency, self-regulatory organization the SEC or body FINRA involving the Company pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s its Subsidiaries or their respective officers or directors, whether of directors which individually or in the aggregate has or would reasonably be expected to have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Ordinary Shares or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directorsfinding would have or be reasonably expected to have, whether of individually or in the aggregate, a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil directors or criminal nature 5% or otherwise, greater stockholders in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanySponsor, threatened against or affecting SPAC, the Company Sponsor or any of the Company’s respective officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is are no actionclaims, suitactions, proceeding, inquiry suits or investigation before or by any court, public board, government agency, self-regulatory organization or body --------------------- proceedings pending or, to the knowledge Knowledge of the Company, threatened (or, to the Knowledge of the Company, any governmental or regulatory investigation pending or threatened) against or affecting the Company or any properties or rights of the Company’s officers , before any court, arbitrator or directorsadministrative, whether of a civil governmental or criminal nature regulatory authority or otherwisebody, in their capacities as suchdomestic or foreign.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of its Subsidiaries or any of the Company’s or the Company’s Subsidiary’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no material action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened in writing against or affecting the Company or Company, the Common Shares, any of the Company’s officers or directors, whether of a civil directors or criminal nature or otherwise, in their capacities as suchthe transactions contemplated by the Transaction Documents.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Series D Shares or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened against or affecting the Company Company, the Common Stock, the Original Note, the New Note, the Warrant or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, other than what is disclosed in the Company’s public filings.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, except as set forth in Schedule 3(t).

Absence of Litigation. There is no material action, suit, proceedinginvestigation, inquiry arbitration, or investigation before administrative or by any court, public board, government agency, self-regulatory organization other proceeding pending or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, or any of the Company’s officers its properties or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchassets.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the or any of the Company’s 's officers or directors, whether of a civil or criminal nature or otherwise, except as set forth in their capacities as suchSchedule 3(p).

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body body, or arbitrator pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no claim, action, suit, proceedingarbitration, inquiry investigation or investigation before other proceeding pending against, or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting affecting, the Company or any of its properties or, to the knowledge of the Company’s , any of its respective officers or directors, whether of a civil directors before any arbitrator or criminal nature or otherwise, in their capacities as suchany Governmental Entity.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by FINRA, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Settlement Shares or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which, in each case, would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company (or any officer or director of the Company), threatened against or affecting the Company or any of its Subsidiaries (or any officer or director of the Company’s officers Company or directors, whether any of its Subsidiaries) that could have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or the Parent, threatened against or affecting the Company or any of the Company’s officers or directorsParent, whether of which could reasonably be expected to have a civil or criminal nature or otherwise, in their capacities as suchmaterial adverse effect.

Absence of Litigation. There Except for litigation in the ordinary course of business or that would not reasonably be expected to result in a Material Adverse Effect, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened against or affecting the Company Company, its Subsidiaries or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Exchange Shares or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened in writing against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchSubsidiary.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-self- regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company that could, individually or any of in the Company’s officers or directorsaggregate, whether of have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no material action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, any of the Company’s Company or its Subsidiaries’ officers or directors, whether of a civil directors or criminal nature or otherwise, in their capacities as suchthe transactions contemplated by the Transaction Documents.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-self regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Exchange or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened against or affecting the Company Company, the Common Stock, the Original Note, the New Note or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, other than what is disclosed in the Company’s public filings.

Absence of Litigation. There Other than in the ordinary course of business, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of the Company’s its Subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a Material Adverse Effect, except as disclosed herein and/or in the SEC Documents.

Absence of Litigation. There is no action, suit, proceeding, inquiry claim, arbitration or investigation before or by any court, public board, government agency, self-regulatory organization or body pending (or, to the knowledge of the Company’s knowledge, threatened currently threatened) against or affecting the Company or any of Company subsidiary, its respective activities or its respective properties before any court or governmental agency. There is no action, suit, proceeding or investigation by the Company’s officers Company or directors, whether of a civil any Company subsidiary currently pending or criminal nature which the Company or otherwise, in their capacities as suchany Company subsidiary intends to initiate.

Absence of Litigation. There is are no actionactions, suitsuits or proceedings with pending or threatened against the Company, proceedingat law or in equity, inquiry or investigation before or by any courtfederal, public state, municipal, foreign or other governmental department, commission, board, government agencybureau, self-regulatory organization agency or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchinstrumentality.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as suchsuch that would reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil directors or criminal nature 5% or otherwise, greater stockholders in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the CompanySeller, threatened in writing against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s its officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of the Company’s its officers or directorsdirectors acting as such that could, whether of individually or in the aggregate, have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory self­regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization organization, or other regulatory body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchofficers or directors of the Company.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, or any of the Company’s its business, properties or assets or its officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that would have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the CompanySellers, threatened in writing against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There Except for litigation in the ordinary course of business or that would not reasonably be expected to result in a Material Adverse Effect, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body DM_US 76891157-3.088627. 0010 pending or, to the knowledge of the Company, or threatened against or affecting the Company Company, its Subsidiaries or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Sponsor and the Company, threatened against or affecting the Sponsor or the Company or any of the Sponsor’s or the Company’s managers, officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Ordinary Shares or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no material action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchCompany Subsidiaries.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of which could reasonably be expected to have a civil or criminal nature or otherwise, in their capacities as suchmaterial adverse effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether directors which is outside of a civil the ordinary course of business or criminal nature individually or otherwise, in their capacities as suchthe aggregate material to the Company.

Absence of Litigation. There is no action, suitsuit or proceeding, proceedingor, to the Company’s knowledge, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.