There is no Litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Subscriber, threatened in writing against the Subscriber, nor is the Subscriber 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 Subscriber of any of its respective obligations under this Agreement, the Share Purchase Agreement or the Rights Agreements.