No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of e-Marine or the e-Marine Shareholders, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Parent or e-Marine.