There are no Actions pending or, to the Stockholder’s Knowledge, threatened against such Stockholder or to which such Stockholder is a party (a) that relate to this Agreement or any action taken or to be taken by such Stockholder in connection therewith, or which seek to enjoin or obtain monetary Damages in respect of, this Agreement or (b) that would reasonably be expected to adversely affect the ability of such Stockholder to perform its obligations under and consummate the Transaction.