As of the date hereof there are no actions, suits, investigations, claims or other proceedings pending or, to the Knowledge of the Company, threatened in writing against, or affecting, the Company, any of its subsidiaries or any of the Company’s officers or directors in their capacity as such before or by any court, regulatory body or administrative agency or any other Governmental Entity, which actions, suits, investigations, claims or other proceedings (a) individually or in the aggregate, would reasonably be expected to challenge this Agreement or adversely affect, prohibit or delay the Transactions, or (b) would reasonably be expected to result in an injunction or equitable remedy or payment by the Company of more than $5,000,000 in each case. There has not been and there is not pending or, to the Knowledge of the Company, contemplated, any investigation by the Commission involving the Company or any current or former director or officer 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 Securities Act or the Exchange Act. Neither the Company nor any of its subsidiaries is a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other Governmental Entity that would reasonably be expected to have a Material Adverse Effect.