Except as described in the SEC Reports, or as set forth on Schedule 3.1(n) , there is no Proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or its properties before or by any court, arbitrator, Governmental Authority, administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any director or officer thereof, is or has been the subject of a Proceeding involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the Commission or other Governmental Authority involving the Company or any current or former director, officer or stockholder of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.