Common use of Absence of Litigation Clause in Contracts

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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors directors, except as set forth in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry proceeding or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Company’s knowledge, overtly threatened, by or before any governmental agency, court or arbitrator against the Company which questions the validity of the Company, threatened against Agreements or affecting the Company, the Common Stock or any right of the Company’s Subsidiaries Company to enter in the Agreements, or any of to consummate the Company’s transactions contemplated hereby or the Company’s Subsidiaries’ officers thereby, or directors in their capacities as such, that could, which would reasonably be expected to result either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectany material adverse change in the business, assets, liabilities, financial condition, operations or prospects of the Company.

Absence of Litigation. There Except as disclosed in the Form 10-K, there is no action, suit, claim, 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, the Common Stock Company or any of the Company’s its Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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 CompanyCompany or any of its subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries 's subsidiaries or any of the Company’s 's or the Company’s Subsidiaries’ 's subsidiaries' officers or directors in their capacities as such, that could, individually or except as expressly set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 3(h).

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, the Common Stock Company or any subsidiary, wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company’s Subsidiaries Company to perform its obligations under, this Agreement, or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in (ii) have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries its Subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in could have a Material Adverse Effect, except as described in Schedule 3(i).

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation of which the Company is aware 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, the Common Stock or any of the Company’s Subsidiaries subsidiaries, wherein an unfavorable decision, ruling or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in finding would 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, the Common Stock or any of the Company’s Subsidiaries 's subsidiaries, wherein an unfavorable decision, ruling or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in finding would have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceedingclaim, or Proceeding, or, to the Company’s knowledge, inquiry or investigation 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, the Common Stock Company or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, Subsidiary that couldwould, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation that if adversely determined, individually or in the aggregate, would have a Material Adverse Effect before or by the Principal Marketby, 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, the Common Stock or any Subsidiary, any of the Company’s Subsidiaries their respective officers or any of the Company’s directors, or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectShares.

Absence of Litigation. There is no action, suit, claim, or proceeding, or, to the Company’s knowledge, inquiry or investigation 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, the Common Stock Company or any of the Company’s its Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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 CompanyCompany or any subsidiary, wherein an unfavorable decision, ruling or finding would (i) adversely affect the Common Stock validity or enforceability of, or the authority or ability of the Company or any of its subsidiaries to perform its obligations under, this Agreement or any of the Company’s Subsidiaries documents contemplated herein, or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in (ii) 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 proceeding or, to the knowledge Company's knowledge, investigation, pending, or, to the Company's knowledge, threatened by or before any governmental body against the Company and in which an unfavorable outcome, ruling or finding in any said matter, or for all matters taken as a whole, might have a material adverse effect on the Company. The foregoing includes, without limitation, any such action, suit, proceeding or investigation that questions this Agreement or the Registration Rights Agreement or the right of the CompanyCompany to execute, threatened against or affecting the 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 in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectdeliver and perform under same.

Absence of Litigation. There is no action, suit, claim, 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, the Common Stock Company or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, its subsidiaries that could, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal MarketSEC, 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, the Common Stock Company or any of its subsidiaries or affiliates, the Company’s Subsidiaries Securities or any of the Company’s or its subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, which, if adversely determined, would have a material adverse effect on the Company’s Subsidiaries’ officers business or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectfinancial condition.

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, the Common Stock or any of the Company’s Subsidiaries Subsidiaries, wherein an unfavorable decision, ruling or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in finding would 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s 's Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as expressly set forth in the aggregate, reasonably be expected to result in a Material Adverse Effect.Schedule 3(h). -------------

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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries 's or any of the Company’s or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 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, Governmental Entity or self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or its Subsidiaries, except where any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as suchforegoing would not reasonably be expected to result, that could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect and except as set forth on Schedule 3(h).

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 CompanyCompany or any of its Subsidiaries, the Common Stock Shares or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacities as such, that could, individually or except as disclosed in the aggregate, reasonably be expected to result in a Material Adverse EffectSEC Documents.

Absence of Litigation. There is no action, suit, claim, 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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in 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 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 adversely affecting the CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 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, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 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 agencyGovernmental Authority, self-regulatory organization or body pending or, to the knowledge of the Company’s knowledge, threatened against or affecting the 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 in their capacities as such, such that could, individually if determined adversely to the Company or in the aggregate, other such party would reasonably be expected to result in have a Material Adverse EffectEffect or would reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement.

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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s 's Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectDisclosure Letter.

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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, which would reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no actionAction, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the 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 in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s 's Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or in the aggregate, could reasonably be expected to have or result in a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances that might give rise to any of the foregoing.

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, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors directors, except as set forth in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 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, the Company Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 3(s).

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 CompanyCompany or any of its Subsidiaries, the Common Stock Shares or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 3(t).

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the either Initial 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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be is expected to result in 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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, which individually or in the aggregate, reasonably be expected to result in aggregate would have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the either Initial 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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ 's officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be is expected to result in 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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors directors, except as set forth in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the 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 in their capacities as such, that could, individually or in the aggregate, which would reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the 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 in their capacities as such, that could, individually or in the aggregate, which would reasonably be expected to result in 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, the Common Stock Stock, the Securities or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that couldsuch which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries its Subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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 the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of Parent or the Company, threatened against or affecting Parent, the Company, the Ordinary Shares, the Common Stock or any Subsidiaries of Parent or the Company’s Subsidiaries Company or any of Parent’s, the Company’s 's or the Company’s their respective Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or in the aggregate, such which would reasonably be expected to result in have a Material Adverse EffectEffect on any of the foregoing.

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, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as suchdirectors, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. There Except as set forth in the Registration --------------------- Statement, there is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which would adversely affect the Common Stock 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 Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectdocuments contemplated herein.

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, the Common Stock or any of the Company’s its Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ Subsidiary’s officers or directors in their capacities as suchdirectors, that could, individually whether of a civil or in the aggregate, reasonably be expected to result in a Material Adverse Effectcriminal nature or otherwise.

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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as suchdirectors, that could, individually or in the aggregate, reasonably be expected to result in 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’s Knowledge, threatened against or affecting the Company, the Common Stock or any of Stock, the Company’s Subsidiaries Warrants or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that couldwhich would reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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, the Common Stock Company or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ its officers or directors in their capacities acting as such, such that could, individually or in the aggregate, have a Material Adverse Effect. The Company is not aware of any facts or circumstances which would reasonably be expected to result in a Material Adverse Effectgive rise to any such action or proceeding.

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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries Shares or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, ______________________ claim, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries its Subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in 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 To the Company’s knowledge, 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, or threatened against or affecting the 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 in their capacities as such, that could, individually or in the aggregate, which would reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s 's Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as expressly set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 3(h).

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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectdirectors.

Absence of Litigation. There is no action, suit, claim, 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 CompanyCompany or any of its subsidiaries, threatened against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries its subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in 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 Except for the Litigation and as disclosed in Schedule 3.1(i), there is no action, suit, proceedingclaim, or Proceeding, or, to the Company’s Knowledge, inquiry or investigation investigation, before or by the Principal Market, any court, public board, government or other regulatory agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, Subsidiary that could, individually or in the aggregate, be reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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, the Common Stock Company or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, its subsidiaries that could, individually or in the aggregate, reasonably be expected to result in have a material adverse effect on the Company, its financial condition, prospects or results of operations (a “Material Adverse Effect”).

Absence of Litigation. There is no action, suit, claim, --------------------- 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, the Common Stock Company or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ its officers or directors in their capacities directors, except as such, that could, individually or disclosed in the aggregateSEC Documents. The Company is not in default with respect to any judgment, reasonably be expected to result in a Material Adverse Effectorder or decree of any court or governmental agency or instrumentality.

Absence of Litigation. There To the knowledge of the Company, 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, the Common Stock Stock, the Notes or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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 Knowledge of the Company, threatened against or affecting the Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s 's Subsidiaries’ ' officers or directors directors, except as set forth in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 5(t).

Absence of Litigation. There To the Company’s knowledge, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock Securities or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse EffectEffect (each, an “Action”).

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 CompanyCompany or any of its Subsidiaries, the Common Stock or the capital stock of any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 3(t).

Absence of Litigation. There is no action, suit, claim, 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’s Knowledge, threatened against or affecting the 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 in their capacities as such, each case that couldwould, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect or prevent the consummation of the transactions contemplated by this Agreement.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Marketany securities market or exchange, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s Company or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, individually or in which the aggregate, Company reasonably be expected believes is likely to result in a Material Adverse Effectliability in excess of $250,000.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry 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 Sellers, against the Company, threatened against or affecting the Sellers, the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ its officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in could have a Material Adverse Effect. The Sellers and Company the Company are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There Except as disclosed in the Registration Statement and the Prospectus, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries 's or any of the Company’s or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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, the Common Stock Company or any of the Company’s Subsidiaries its Subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ their respective officers or directors in their capacities acting as such, such that could, individually or in the aggregate, have a Material Adverse Effect. The Company is not aware of any facts or circumstances which would reasonably be expected to result in a Material Adverse Effectgive rise to any such action or proceeding.

Absence of Litigation. There is no action, suit, claim, 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 or the Common Stock Banks or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities acting as such, such that couldwould, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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, the Common Stock Company or any of the Company’s its Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that couldis reasonably likely to, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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 threatened, against or affecting the Company, the Common Stock Company or any Subsidiary or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ their respective officers or directors in their capacities acting as such, such that could, individually or in the aggregate, reasonably be expected to result in have the effect of prohibiting the transactions that are the subject of this Subscription Agreement or 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectdirectors.

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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s 's Subsidiaries or or, to the knowledge of the Company, any of the Company’s 's or the Company’s 's Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 3(h).

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, the Common Stock or any of the Company’s Subsidiaries 's subsidiaries, 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 documents contemplated herein, or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in (ii) have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, 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, overtly threatened against or affecting the Company, the Common Stock Company or any of the Company’s its Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.Effect on Company. For purposes of this Agreement, “

Absence of Litigation. There Except as disclosed to the Investor, 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, the Common Stock Shares or any of the Company’s Subsidiaries Subsidiaries, wherein an unfavorable decision, ruling or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in finding would 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or its Subsidiaries' officers or directors, which is in the aggregate material to the Company’s Subsidiaries’ officers or directors in their capacities , except as such, that could, individually or set forth in the aggregate, reasonably be expected to result in a Material Adverse Effect.SEC Documents or on Schedule 3(t). ----

Absence of Litigation. There To the best of the Company’s knowledge, there is no action, suit, claim, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries its Subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in 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 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, the Common Stock or any of the Company’s Subsidiaries or Subsidiaries, any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectconsummation of the transactions contemplated by this Agreement and the other Transaction Documents.

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’s Knowledge, threatened against or affecting the CompanyCompany or its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in 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 Company’s Knowledge or to the knowledge of the Companyany of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that couldwhich could reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on the Company and its Subsidiaries.

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, the Common Stock or any of the Company’s its Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as suchdirectors, that could, individually whether of a civil or in the aggregate, reasonably be expected to result in a Material Adverse Effectcriminal nature or otherwise.

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, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as suchdirectors, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. There To the knowledge of the Company, there is no action, suit, proceeding, formal inquiry or investigation investigation, or proceeding before or by the Principal Market, any court, public board, government agency, self-regulatory organization board or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened threatened, against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries its subsidiaries, in which an unfavorable decision, ruling or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in finding would have a Material Adverse EffectEffect or adversely affect the transactions contemplated by the Transaction Documents or the validity or enforceability of, or the authority or ability of the Company to perform its obligations under the Transaction Documents.

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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, which is outside of the ordinary course of business or individually or in the aggregate, reasonably be expected aggregate material to result in a Material Adverse Effectthe Company.

Absence of Litigation. There To the Company’s knowledge, 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the 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 in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse EffectEffect (each, an “Action”).

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, the Class A Common Stock, the Class B Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or except as set forth in the aggregate, reasonably be expected to result in a Material Adverse EffectSchedule 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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, which is reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in 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, the Common Stock Stock, the Preferred Stock, the Securities or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that couldsuch which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry proceeding or investigation before or by the Principal Marketcommenced, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCorporation, threatened threatened, against or affecting the CompanyCorporation, any Subsidiary, or their respective businesses, or to which the Common Stock Corporation or any Subsidiary is or may be a party or to which any asset of the Company’s Subsidiaries Corporation or a Subsidiary is or may be subject under applicable laws which, in any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually one case or in the aggregate, reasonably be expected if determined adversely to the interest of the Corporation or the applicable Subsidiary, might result in a any 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 CompanyCompany or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company’s 's or the Company’s its Subsidiaries’ ' officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s public filings, there is no action, suit, claim, 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 CompanyCompany or any of its subsidiaries, threatened against or affecting the Company, the Common Stock Company or any of the Company’s Subsidiaries its subsidiaries, or any of the Company’s or the Company’s Subsidiaries’ their officers or directors in their capacities capacity as such, that could, individually or in the aggregate, reasonably be expected to result in could have a Material Adverse Effectmaterial 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 CompanyCompany or any of its subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries 's subsidiaries, wherein an unfavorable decision, ruling or any of finding would (i) have a material adverse effect on the Company’s or transactions contemplated hereby (ii) adversely affect the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.validity or

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, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or except as disclosed in Company SEC filings and as disclosed to the aggregate, reasonably be expected to result in a Material Adverse EffectInvestor.

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 Company’s Knowledge or to the knowledge of the Companyany of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that couldwhich could reasonably be expected, individually or in the aggregate, reasonably be expected to result in 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 CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries Ordinary Shares or any of the Company’s or the Company’s its Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect.

Absence of Litigation. There To the best of the Company’s knowledge, 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, the Common Stock or any of the Company’s Subsidiaries subsidiaries, wherein an unfavorable decision, ruling or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, that could, individually or in the aggregate, reasonably be expected to result in finding would have a Material Adverse Effect.