As of the date hereof, there is no (i) action, proceeding or investigation pending or threatened against the Stockholder or any of its Affiliates; or (ii) outstanding Order to which the Stockholder or any of its Affiliates are subject or bound, in each case, that would reasonably be expected to or seeks to prevent, materially delay, hinder or impair the exercise by Parent of its rights under this Agreement or the performance by the Stockholder of its obligations under this Agreement.