There is no Litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Company, threatened in writing against the Company or its Subsidiaries, nor are the Company or its Subsidiaries subject to any outstanding order, writ, judgment, injunction or decree that, in any case, would (i) prevent, hinder or materially delay the consummation of the transactions contemplated by this Agreement or the Share Purchase Agreement or (ii) otherwise prevent, hinder or materially delay performance by the Company of any of its obligations under this Agreement, the Share Purchase Agreement or the Rights Agreements.