Absence of Litigation. With respect to such Stockholder, as of the date hereof, there is no Proceeding pending against, or, to the knowledge of such Stockholder, threatened against such Stockholder or any of such Stockholder’s properties or assets (including any shares of Company Common Stock or Company Stock Options beneficially owned by such Stockholder) that would reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholder of the transactions contemplated by this Agreement.

Absence of Litigation. With respect to such Stockholder, asAs of the date hereof, there is no Proceeding pending against, or, to the knowledge of such Stockholder,the Shareholder, threatened in writing against such StockholderShareholder or any of such Stockholder’Shareholder’s properties or assets (including the Subject Shares), nor, to the knowledge of such Shareholder, is there any sharesinvestigation of Company Common Stocka Governmental Authority pending or Company Stock Options beneficially owned by such Stockholder) that wouldthreatened in writing with respect to the Shareholder, and the Shareholder is not subject to any outstanding order, writ, injunction or decree, that, in each case, would, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholderthe Shareholder of the transactions contemplated by this Agreement.Agreement or otherwise adversely impact the Shareholder’s ability to perform its obligations hereunder in any material respect.

Absence of Litigation. With respect to such Stockholder, asAs of the date hereof, there is no Proceeding pending against, or, to the knowledge of such Stockholder,Buyer, threatened in writing against such StockholderBuyer, any of its subsidiaries or any of such Stockholder’Buyer’s or its subsidiaries’ properties or assets (including any shares of Company Common Stock or Company Stock Options beneficially owned by such Stockholder) that would reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such StockholderBuyer of the transactions contemplated by this Agreement.Agreement or otherwise adversely impact Buyer’s ability to perform its obligations hereunder in any material respect.