Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not, (i) subject to receipt of the Company Shareholder Approval, result in a violation of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (ii) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse of time or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any Contract, except in the case of clauses (ii) and (iii) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by STEAG does not, and the performance by STEAG of its obligations hereunder and the consummation of the transactions contemplated hereby, will not conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of STEAG or any STEAG Subsidiary under, any of the terms, conditions or provisions of (i) Memorandum and Articles of Association (Satzung) or Management Board (Vorstand) Rules of Procedure, or the articles of incorporation or bylaws (or other comparable charter documents) of STEAG or any STEAG Subsidiary, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 3.3, (x) any statute, law, rule, regulation, or ordinance (together, "Laws") applicable to STEAG and the STEAG Subsidiaries, or any judgment, decree, order, writ, permit, or license, of any Governmental Entity (as defined in paragraph (b) below), applicable to STEAG or any STEAG Subsidiary or any of their respective assets or properties, or (y) any contract, agreement, or commitment to which STEAG or any STEAG Subsidiary is a party or by which STEAG or any STEAG Subsidiary or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of liens which would not reasonably be expected to have a STEAG Material Adverse Effect or would not result in the inability of STEAG to consummate the transactions contemplated by this Agreement.
Non-Contravention; Consents and Approvals. The execution and delivery of this Agreement by each of Parent and Purchaser and the Ancillary Documents to which it is a party, the consummation by each of Parent and Purchaser of the Transactions, and the performance by each of Parent and Purchaser of its obligations hereunder and thereunder: (i) do not violate any provision of the Constituent Documents of Parent or any of its Subsidiaries; and (ii)(A) do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent or any of its Subsidiaries or any part of the properties or assets of Parent or its Subsidiaries; (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent or any of Parent’s Subsidiaries is a party or by which any of their respective properties or assets is bound; (D) do not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent or any of Parent’s Subsidiaries; (E) do not violate any Order binding on Parent or any of its Subsidiaries or any part of its or their properties or assets; and (F) do not otherwise require any material Governmental Approvals or any material Third Party Consents; except, in each case, as would not have a Parent Material Adverse Effect.
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Parent Corporation and the Acquisition Corporation do not, and the performance by the Parent Corporation and the Acquisition Corporation of their respective obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of the Parent Corporation or any of the Parent Corporation Subsidiaries under any of the terms, conditions or provisions of (i) the articles or certificates of incorporation or bylaws (or other comparable charter documents) of the Parent Corporation, any Parent Corporation Subsidiary, or the Acquisition Corporation, or (ii) subject to obtaining the necessary approval by the stockholders of the Parent Corporation and the taking of the actions described in paragraph (b) of this Section, (x) any Law or any judgment, decree, order, writ, permit or license of any Governmental Entity or (y) any contract, agreement or commitment to which the Parent Corporation, any Parent Corporation Subsidiary or the Acquisition Corporation is a party or by which the Parent Corporation, any Parent Corporation Subsidiary or the Acquisition Corporation or any of their respective assets or properties is bound, including the Steag Agreement or any other agreements relating to the Steag Combination but excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of liens which would not have a Parent Corporation Material Adverse Effect or result in the inability of the Parent Corporation or the Acquisition Corporation to consummate the transactions contemplated by this Agreement.
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) have been obtained and all notices and filings described in Section 4.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against Parent or Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time, or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or require any notice, consent or waiver under, any Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by Parent or Merger Sub of their obligations hereunder.
Non-Contravention; Consents and Approvals. None of (i) the execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Option Agreements, (ii) the issuance of the Primary Shares and (iii) the fulfillment of and compliance with the terms and provisions hereof, of the Registration Rights Agreement and of the Option Agreements applicable to the Company, will:
Non-Contravention; Consents and Approvals. (a) Except to the extent set forth on Schedule 3.3, the ------------ execution and delivery of this Agreement by the Stockholders and DDS does not, and the performance by the Stockholders and DDS of their respective obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of DDS under, any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-Laws of DDS, or (ii) subject to obtaining the necessary approval of this Agreement and the Merger by the Stockholders and the taking of the actions described in paragraph (b) of this Section 3.3 (x) any statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license, of any Governmental Entity (as defined in paragraph (b) below), applicable to DDS or any of its assets or properties, or (y) any contract, agreement or commitment to which DDS or a Stockholder is a party or by which DDS or any of its assets or properties is bound.
Non-Contravention; Consents and Approvals. The execution and delivery by the Company of this Agreement and each applicable Ancillary Document, the consummation of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement and each applicable Ancillary Document in accordance with its terms will not:
Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of the Company and its Subsidiaries, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of the Company and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of the Company and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of the Company and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on the Company and that would not prevent or materially delay consummation of the Mergers.
Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergers.
