Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Memorandum and Articles of Incorporation or other governing documents of Company or any of the Company Subsidiaries, (ii) any Company Material Contract (as defined in Section 2.10 hereof), (iii) any judgment, decree or order of any court or governmental authority or agency to which any of the Sellers, Company or any of the Company Subsidiaries is a party or by which any of the Sellers, Company or any of the Company Subsidiaries or any of their respective properties is bound, or (iv) any statute, law, regulation or rule applicable to any of the Sellers, Company or any of the Company Subsidiaries, so as, in the case of Company or the Company Subsidiaries, to have in the case of subsections (ii) through (iv) above, a Company Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable United Kingdom securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to Company or any of the Company Subsidiaries is required in connection with the execution, delivery or performance of this Agreement by Seller or the consummation of the transactions contemplated by this Agreement by Sellers, the failure to obtain which would have a Company Material Adverse Effect.

Absence of Restrictions and Conflicts. The Subject only to the approval of the adoption of this Agreement and the Merger by RSI's shareholders and except as set forth on SCHEDULE 3.5, the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Merger and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Memorandum and Articles of Incorporation or other governing documents Bylaws of Company or any of the Company SubsidiariesRSI, (ii) any Company "Material Contract Contract" (as defined in Section 2.10 hereofherein), (iii) any judgment, decree or order of any court or governmental authority or agency to which any of the Sellers, Company or any of the Company Subsidiaries RSI is a party or by which any of the Sellers, Company RSI or any of the Company Subsidiaries or any of their respective its properties is bound, or (iv) any statute, law, regulation or rule applicable to any of the SellersRSI other than such violations, Company conflicts, breaches or any of the Company Subsidiaries, so as, in the case of Company or the Company Subsidiaries, to defaults which would not have in the case of subsections (ii) through (iv) above, a Company an RSI Material Adverse Effect. Except for the filing of the Articles of Merger with the Arizona Corporation Commission and publication thereof as required by the BCA, and compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the Securities Exchange Act rules and regulations of 1934, as amended (the "Exchange Act") and applicable United Kingdom securities lawsNasdaq Stock Market, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to Company or any of the Company Subsidiaries RSI is required in connection with the execution, delivery or performance of this Agreement by Seller RSI or the consummation of the transactions contemplated by this Agreement by Sellers, the failure to obtain which would have a Company Material Adverse Effecthereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this AgreementAgreement and the Company Ancillary Documents, the consummation of the transactions contemplated by this Agreement hereby and thereby, and the fulfillment of and compliance with the terms and conditions of this Agreement hereof and thereof, do not and or will notnot (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, or result in the loss of any material benefit under, or permit the acceleration of any obligation under, under (ia) any term or provision of the Memorandum and Articles of Incorporation charter, bylaws, limited liability company agreement, partnership agreement or other similar governing documents of the Company or any of the Company its Subsidiaries, (iib) any Company Material Contract (except as defined in Section 2.10 hereofindicated on Schedule 4.13(a), (iii) any judgment, decree Contract or order of any court or governmental authority or agency other instrument applicable to which any of the Sellers, Company or any of its Subsidiaries or (c) to the Company Subsidiaries is a party or by which any Knowledge of the SellersCompany, any Law applicable to the Company or any of the Company Subsidiaries or any of their respective properties is bound, or (iv) any statute, law, regulation or rule applicable to any of the Sellers, Company or any of the Company its Subsidiaries, so asother than with respect to clauses (b) and (c) above any violation, conflict, breach, default or loss that would not, individually or in the case of Company or the Company Subsidiariesaggregate, reasonably be expected to have result in the case of subsections (ii) through (iv) above, a Company Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable United Kingdom securities laws, no No consent, approval, registration, order or authorization of, or registration, declaration or filing with, or notice to any governmental agency or public or regulatory unit, agency, body or authority Governmental Entity is required with respect to the Company or any of the Company its Subsidiaries is required in connection with the execution, delivery or performance of this Agreement by Seller or the Company Ancillary Documents or the consummation of the transactions contemplated by this Agreement by Sellershereby or thereby, other than (i) the failure filing of the Articles of Merger for record with the State Department of Assessments and Taxation of the State of Maryland in accordance with the MGCL, (ii) compliance with any applicable requirements of the HSR Act or any competition, merger control, antitrust or similar Law, (iii) compliance with any applicable requirements of the Securities Act or the Exchange Act and (iv) such consents, approvals, registrations, orders, authorizations, notices and filings that would not, individually or in the aggregate, reasonably be expected to obtain which would have result in a Company Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Merger and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Memorandum and Articles Certificate of Incorporation or other governing documents Bylaws of Company Equitex or any of the Company SubsidiariesMerger Subsidiary, (ii) any Company "Equitex Material Contract Contract" (as defined in Section 2.10 hereof5.12), (iii) any judgment, decree or order of any court or governmental authority or agency to which any of the Sellers, Company Equitex or any of the Company Subsidiaries Merger Subsidiary is a party or by which any of the Sellers, Company Equitex or any of the Company Subsidiaries Merger Subsidiary or any of their respective properties is bound, or (iv) any statute, law, regulation or rule applicable to any of the Sellers, Company or any of the Company Subsidiaries, so as, in the case of Company Equitex or the Company SubsidiariesMerger Subsidiary other than such violations, to conflicts, breaches or defaults as would not have in the case of subsections (ii) through (iv) above, a Company Equitex Material Adverse Effect. Except for the filing of the Certificate of Merger with the Secretary of State of Delaware and the Secretary of State of Florida, compliance with the applicable requirements of the Securities Bank Holding Company Act of 19331956, as amended (the "Securities BHC Act"), Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable United Kingdom state securities and banking laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to Company Equitex or any of the Company Subsidiaries Merger Subsidiary is required in connection with the execution, delivery or performance of this Agreement by Seller Equitex or the consummation of the transactions contemplated by this Agreement by Sellers, the failure to obtain which would have a Company Material Adverse Effecthereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement Exchange and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Memorandum and Articles memorandum or articles of Incorporation association, certificate or other governing documents articles of incorporation or bylaws, or certificate or formation or organization or operating agreement of Company or any of the Company SubsidiariesSubsidiary, (ii) any Company Material Contract (as defined in Section 2.10 hereof), (iii) any judgment, decree or order of any court or governmental authority or agency to which any of the Sellers, Company or any of the Company Subsidiaries is a party Subsidiary or by which any of the Sellers, Company or any of the Company Subsidiaries Subsidiary or any of their its respective properties is bound, or (iv) any statute, law, regulation or rule applicable to any of the Sellers, Company or any of Subsidiary, including the Hong Kong Companies Ordinance, the Delaware Limited Liability Company Subsidiaries, so as, in the case of Company Act or the Finnish Companies Act (“Company SubsidiariesLaw”), to other than such violations, conflicts, breaches or defaults which would not have in the case of subsections (ii) through (iv) above, a Company Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the "“Exchange Act") ”), and applicable United Kingdom foreign or state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to Company or any of the Company Subsidiaries Subsidiary is required in connection with the execution, delivery or performance of this Agreement by Seller Company or the consummation of the transactions contemplated by this Agreement by Sellers, the failure to obtain which would have a Company Material Adverse Effecthereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Shareholder of this Agreement, Agreement and the Shareholder Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement (b) do not and or will not, with not (as the passing of time or the giving of notice or both, case may be) violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel, (i) any term or provision of the Memorandum and Articles of Incorporation organizational or other governing constituent documents of the Shareholder, the Company or any of the Company SubsidiariesSubsidiary, (ii) except as indicated on Schedule 4.13, any Company Material Contract (as defined in Section 2.10 hereof)or any other contract, agreement, permit, franchise, license or other instrument applicable to the Company or any Subsidiaries, (iii) any judgment, decree or order of any court or governmental authority Governmental Entity or agency to which any of the SellersShareholder, the Company or any of the Company Subsidiaries Subsidiary is a party or by which any of the SellersShareholder, the Company or any of the Company Subsidiaries Subsidiary or any of their respective properties is are bound, or (iv) any statute, law, regulation Law or rule arbitration award applicable to any of the Sellers, Company or any of the Company SubsidiariesSubsidiary, so as, except in the case cases of Company or the Company Subsidiaries, to have in the case of subsections sub-clauses (ii), (iii) through and (iv) aboveof clause (b) where the violation, conflict, breach, default, loss of benefit, acceleration or failure to give notice will not have a Company Material Adverse EffectLoss. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable United Kingdom securities laws, no consent, approval, order order, non-action or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority Governmental Entity is required with respect to the Company or any of the Company Subsidiaries is required Subsidiary in connection with the execution, delivery or performance of this Agreement by Seller or the Shareholder Ancillary Documents, or the consummation of the transactions contemplated by this Agreement by Sellers, the failure to obtain which would have a Company Material Adverse Effecthereby or thereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Shareholder of this Agreement, Agreement and the Shareholder Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement (b) do not and or will not, with not (as the passing of time or the giving of notice or both, case may be) violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel, (i) any term or provision of the Memorandum and Articles of Incorporation organizational or other governing constituent documents of the Shareholder, the Company or any of the Company SubsidiariesSubsidiary, (ii) except as indicated on Schedule 4.13, any Company Material Contract (as defined in Section 2.10 hereof)or any other contract, agreement, permit, franchise, license or other instrument applicable to the Company or any Subsidiaries, (iii) any judgment, decree or order of any court or governmental authority Governmental Entity or agency to which any of the SellersShareholder, the Company or any of the Company Subsidiaries Subsidiary is a party or by which any of the SellersShareholder, the Company or any of the Company Subsidiaries Subsidiary or any of their respective properties is are bound, or (iv) any statute, law, regulation Law or rule arbitration award applicable to any of the Sellers, Company or any of the Company SubsidiariesSubsidiary, so as, except in the case cases of Company or the Company Subsidiaries, to have in the case of subsections sub- clauses (ii), (iii) through and (iv) aboveof clause (b) where the violation, conflict, breach, default, loss of benefit, acceleration or failure to give notice will not have a Company Material Adverse EffectLoss. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable United Kingdom securities laws, no consent, approval, order order, non-action or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority Governmental Entity is required with respect to the Company or any of the Company Subsidiaries is required Subsidiary in connection with the execution, delivery or performance of this Agreement by Seller or the Shareholder Ancillary Documents, or the consummation of the transactions contemplated by this Agreement by Sellers, the failure to obtain which would have a Company Material Adverse Effecthereby or thereby.