Common use of No Material Actions or Proceedings Clause in Contracts

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiary, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, or any officer or director of, or property owned or leased by, the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Public Filings, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Other than as disclosed in the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as set forth in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, or any officer or director of, or property owned or leased by, the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the knowledge of Holdings and the Company’s knowledge, threatened (i) against or affecting Holdings or the Company or its subsidiaryany of the Subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, Holdings, the Company or any of its subsidiary or (iii) relating to environmental or discrimination mattersSubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to Holdings or the Company or its subsidiary such Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are Except as otherwise disclosed in the Prospectus and the General Disclosure Package, there is no legal or governmental actionsaction, suits suit or proceedings proceeding pending or, to the best knowledge of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries or any of their respective directors and officers in their capacities as such, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary or subsidiaries, (iii) relating to environmental or discrimination matters, where in any such case or (Aiv) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would could reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreementhereby or presents a reasonable possibility that such action, suit, or proceeding might be determined adversely to the Company or such subsidiary.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened threatened: (i) against or affecting the Company or its subsidiary, Company; (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary Company; or (iii) relating to environmental or discrimination mattersmatters against or affecting the Company, where in any each such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary such officer or director and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary Company, or (iii) relating to environmental or discrimination matters, where in any such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, or any officer or director of, or property owned or leased by, the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is threatened or imminent.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by the Company or any of its subsidiary subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Pricing Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, or any officer or director of, or property owned or leased by, the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarySubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary such Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Private Placement Memorandum, there are no legal or governmental actions, suits suits, hearings or investigations or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarySubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there it is a reasonable possibility likely that such action, suit or proceeding might would be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Operating Partnership’s knowledge, threatened (i) against or affecting the Company or any of its subsidiary, subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, by the Company or any of its subsidiary subsidiaries or, to the best of the Company’s and the Operating Partnership’s knowledge, any officer or (iii) relating to environmental or discrimination mattersdirector, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or any such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement, the Articles Supplementary or the Partnership Amendment.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Document, there are no legal or governmental actions, suits suits, hearings or investigtions or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarySubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there it is a reasonable possibility likely that such action, suit or proceeding might would be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are Except as otherwise disclosed in the Prospectus and the General Disclosure Package, there is no legal or governmental actionsaction, suits suit or proceedings proceeding pending or, to the best knowledge of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary or subsidiaries, (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or its subsidiary such officer or director and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the knowledge of Acquisition and the Company’s knowledge, threatened (i) against or affecting Acquisition or the Company or its subsidiaryany of the Company's subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary or (iii) relating to environmental or discrimination matterssubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to Acquisition or the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the Merger and related transactions or the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental environmental, employment or discrimination mattersmatters where, where in any such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarySubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary such Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary or property owned or leased by, the Company or any of its subsidiary subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or materially adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or its subsidiary, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or to materially and adversely affect the consummation ability of the Company to consummate the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or employment discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the knowledge of Holdings and the Company’s knowledge, threatened (i) against or affecting Holdings or the Company or its subsidiaryany of the Subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased byby Holdings, the Company or any of its subsidiary or (iii) relating to environmental or discrimination mattersSubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to Holdings or the Company or its subsidiary such Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company Company, any of its subsidiaries, or, to the Company’s knowledge, Dynamic or any of its subsidiary, subsidiaries (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company Company, any of its subsidiaries, or , to the Company’s knowledge, Dynamic or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, any of its subsidiaries, or, to the Company’s knowledge, Dynamic or any of its subsidiary subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.. No material labor dispute with the employees of the Company

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.by

No Material Actions or Proceedings. There Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or its subsidiary, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.to materially and

No Material Actions or Proceedings. There Except as otherwise disclosed in the Registration Statement or each Applicable Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has name as the subject thereof party thereto any officer or director of, or which have as the subject thereof any property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might would be determined adversely to the Company Company, such subsidiary or its subsidiary such officer or director, and (B) any such action, suit or proceedingwhich, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (B) any such action, suit or proceeding is or would be material in the context of the sale of the Offered Shares.

No Material Actions or Proceedings. There Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiary, Subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary or (iii) relating to environmental or discrimination mattersSubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary such Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.transactions

No Material Actions or Proceedings. There Except as disclosed in the Disclosure Package and the Prospectus there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary and such officer or director, (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (C) any such action, suit or proceeding is or would be material in the context of the sale of Common Stock.

No Material Actions or Proceedings. There Except as otherwise disclosed in the General Disclosure Package and the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iiiii) relating to environmental or employment discrimination matters, where in any either such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or any of its subsidiary subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.Agreement or the Operative

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.this

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or employment discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as disclosed in the Disclosure Package and the Prospectus there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary and such officer or director, (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (C) any such action, suit or proceeding is or would be material in the context of the sale of Common Stock.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Preliminary Offering Memorandum and the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the General Disclosure Package and the Final Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, or any officer or director of, or property owned or leased by, the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement, the Subscription Agreements or the Warrant Agreements.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s Company s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.this

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iiiii) relating to environmental or employment discrimination matters, where in any either such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely and materially affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as disclosed in the Registration Statement, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.the

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (Ax) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (By) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (iii) which that has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any either such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or its subsidiary and (B) any such actionofficer or director, suit or proceedingand, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect (B) any such action, suit or proceeding is or would be material in the consummation context of the transactions contemplated by this Agreementsale of the Securities.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiary, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Disclosure Package and the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) threatened against or affecting the Company or any of its subsidiary, subsidiaries or (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary or (iii) relating to environmental or discrimination matterssubsidiaries, where in any such case described in clause (i) or (ii) (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement and by the Disclosure Package and the Final Offering Memorandum in the “Use of Proceeds” section.

No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or its subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, or any officer or director (or nominee therefor) of, or property owned or leased by, the Company or its subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as otherwise disclosed in the Preliminary Offering Memorandum and the Final Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiarysubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

No Material Actions or Proceedings. There Except as described in the Registration Statement, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or its subsidiaryany of the Significant Subsidiaries, (ii) which has as the subject thereof any officer or director ofof the Company, in their capacity as such, or property owned or leased by, by the Company or any of its subsidiary subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or its subsidiary such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of the Significant Subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in have a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement.