Common use of Absence of Restrictions; Required Consents Clause in Contracts

Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by Crossbox or Merger Sub of this Agreement or any of Crossbox Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of Crossbox Related Agreements, will directly or indirectly (with or without notice or lapse of time or both): (a) contravene, conflict with or result in a violation of any of the provisions of Crossbox Constituent Documents or the Merger Sub Constituent Documents; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of Crossbox Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Crossbox or Merger Sub, or any of the assets owned, used or controlled by Crossbox and Merger Sub, is subject, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Crossbox or Merger Sub or that otherwise relates to the business of Crossbox or Merger Sub or to any of the assets owned, used or controlled by Crossbox or Merger Sub; or (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Crossbox Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Crossbox Contract or (ii) modify, terminate, or accelerate any right, liability or obligation of Crossbox or Merger Sub under any such Crossbox Contract, or charge any fee, penalty or similar payment to Crossbox or Merger Sub under any such Crossbox Contract, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Material Adverse Effect. No filing with, notice to or consent from any Person is required in connection with (i) the execution, delivery or performance of this Agreement or any of Crossbox Related Agreements or (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of Crossbox Related Agreements, except for (1) Crossbox’s filing with the SEC of Current Reports on Form 8-K as required by the Exchange Act, and (2) such filings, notices or consents, the failure to obtain, give or make which would not reasonably be expected to have a Crossbox Material Adverse Effect.

Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by Crossbox or Merger Sub of this Agreement Agreement, any of the Purchaser Related Agreements or any of Crossbox the Parent Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement Agreement, any of the Purchaser Related Agreements or any of Crossbox Parent Related Agreements, will directly or indirectly (with or without notice or lapse of time or both): (a) contravene, conflict with or result in a violation of any of the provisions of Crossbox the Purchaser Constituent Documents or the Merger Sub Parent Constituent Documents; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement Agreement, any of the Purchaser Related Agreements or any of Crossbox the Parent Related Agreements Agreements, or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Crossbox the Purchaser or Merger SubParent, or any of the assets owned, used or controlled by Crossbox and Merger Subthe Purchaser or Parent, is subject, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Crossbox the Purchaser or Merger Sub Parent, or that otherwise relates to the business of Crossbox or Merger Sub the Seller or to any of the assets owned, used or controlled by Crossbox or Merger Subthe Seller; or (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Crossbox ContractContract of the Purchaser, or give any Person the right to (i) declare a default or exercise any remedy under any such Crossbox Contract of the Purchaser, or (ii) modify, terminate, or accelerate any right, liability or obligation of Crossbox or Merger Sub the Purchaser under any such Crossbox ContractContract of the Purchaser, or charge any fee, penalty or similar payment to Crossbox or Merger Sub the Purchaser under any such Crossbox Contract, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Material Adverse Effect. No filing with, notice to or consent from any Person is required in connection with (i) the execution, delivery or performance of this Agreement or any of Crossbox Related Agreements or (ii) the consummation Contract of the Merger or any of the other transactions contemplated by this Agreement or any of Crossbox Related Agreements, except for (1) Crossbox’s filing with the SEC of Current Reports on Form 8-K as required by the Exchange Act, and (2) such filings, notices or consents, the failure to obtain, give or make which would not reasonably be expected to have a Crossbox Material Adverse EffectPurchaser.

Absence of Restrictions; Required Consents. Neither (1) the execution, delivery or performance by Crossbox Parent or Merger Sub of this Agreement or any of Crossbox the Parent Related Agreements, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of Crossbox the Parent Related Agreements, will directly or indirectly (with or without notice or lapse of time or both): (a) contravene, conflict with or result in a violation of any of the provisions of Crossbox the Parent Constituent Documents or the Merger Sub Constituent Documents; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or any of Crossbox the Parent Related Agreements or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Crossbox Parent or Merger Sub, or any of the assets owned, used or controlled by Crossbox Parent and Merger Sub, is subject, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Parent Material Adverse Effect; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Crossbox Parent or Merger Sub or that otherwise relates to the business of Crossbox Parent or Merger Sub or to any of the assets owned, used or controlled by Crossbox Parent or Merger Sub; or (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Crossbox Parent Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Crossbox Contract Parent Contract, or (ii) modify, terminate, or accelerate any right, liability or obligation of Crossbox Parent or Merger Sub under any such Crossbox Parent Contract, or charge any fee, penalty or similar payment to Crossbox Parent or Merger Sub under any such Crossbox Parent Contract, other than such contravention, conflict or violation which would not, individually or in the aggregate, have a Crossbox Parent Material Adverse Effect. No filing with, notice to or consent from any Person is required in connection with (i) the execution, delivery or performance of this Agreement or any of Crossbox the Parent Related Agreements Agreements, or (ii) the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of Crossbox the Parent Related Agreements, except for (1) CrossboxParent’s filing with the SEC of (a) the Parent Proxy Statement and (b) Current Reports on Form 8-K as required by the Exchange Act, and (2) such filings, notices or consents, the failure to obtain, give or make which would not reasonably be expected to have a Crossbox Parent Material Adverse Effect.