Common use of Consents and Approvals; No Conflicts Clause in Contracts

Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned do not, and the performance by the undersigned of undersigned's obligations hereunder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement; and (ii) The execution, delivery and performance of this Subscription Agreement by the undersigned and the other agreements and agreements to be executed, delivered and performed by the undersigned pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the undersigned do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned do does not, and the performance by the undersigned of undersigned's obligations hereunder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned from performing any of the undersigned's material obligations under this Subscription Agreement; and (ii) The execution, delivery and performance of this Subscription Agreement by the undersigned and the other agreements and agreements documents to be executed, delivered and performed by the undersigned pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the undersigned do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws Bylaws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effectmaterial adverse effect on the business, operations or financial condition of the undersigned, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflicts. (ia) The execution and delivery of this Subscription Agreement by the undersigned RDRD do not, and the performance by the undersigned RDRD of undersigned's RDRD’s obligations hereunder under this Agreement will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned RDRD from performing any of undersigned's RDRD’s material obligations under this Subscription Agreement; and; (iib) The execution, delivery and performance of this Subscription Agreement by the undersigned RDRD and the other agreements and agreements to be executed, delivered and performed by the undersigned RDRD pursuant hereto to this Agreement and the consummation of the transactions contemplated hereby and thereby by RDRD, including, without limitation, the undersigned Exchange Transaction, do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned RDRD or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned RDRD pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned RDRD is a party or by which any of such assets or properties is bound, except as would not prevent RDRD from performing any of RDRD’s material obligations under this Agreement and would not have a Material Adverse Effect (as such capitalized term is defined in section 9.15) on RDRD or RDRD’s assets;

Consents and Approvals; No Conflicts. (ia) The execution and delivery of this Subscription Agreement by the undersigned Seller do not, and the performance by the undersigned Seller of undersignedSeller's obligations hereunder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned Seller from performing any of undersignedSeller's material obligations under this Subscription Agreement; and (iib) The execution, delivery and performance of this Subscription Agreement by the undersigned Seller and the other agreements and agreements to be executed, delivered and performed by the undersigned Seller pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the undersigned Seller do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned Seller or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned Seller is a party or by which any of such assets or properties is bound, except as would not prevent Seller from performing any of Seller's material obligations under this Agreement and would not have a material adverse effect on Seller or Seller's assets;

Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned do not3.3.1 Except as set forth on Schedule 3.3.1, and the performance by the undersigned of undersigned's obligations hereunder will not, require any no consent, approval, authorization or other action byapproval of, filing or filing with or notification toregistration with, any governmental Governmental Authority or regulatory authority, except where failure any other Person not a party to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent this Agreement is necessary in connection with the undersigned from performing any of undersigned's material obligations under this Subscription Agreement; and (ii) The execution, delivery and performance by Seller of this Subscription Agreement by the undersigned and the other agreements Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. 3.3.2 The execution and agreements to be executed, delivered delivery by Seller of this Agreement and performed by the undersigned pursuant hereto Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the undersigned do not and will not shall not: (a) violate any Law or other restriction of any Governmental Authority applicable to Seller, the Acquired Assets or the Assumed Liabilities; (b) violate any provision of the charter or bylaws or similar organizational documents of Seller; (c) except as set [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. forth on Schedule 3.3.2, violate or conflict with, violate or result in a breach or termination of any provision of, or constitute a default under or the acceleration of (or event which with the giving creation in any Person of notice any right to cause the acceleration of) any performance obligation in or lapse any increase in or creation of timeany payment required by, or boththe termination, would become a default undersuspension, modification, impairment or forfeiture (or the creation in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) the Certificate of Incorporation any material rights or By-laws privileges of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned Seller or give to others any rights of terminationPerson any additional right under, amendment, acceleration or permit cancellation of, or result in the creation of any lien or encumbrance on Lien upon, any of the Acquired Assets, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Assigned Agreement; or (d) permit the acceleration or maturity of any Indebtedness of Seller or Indebtedness secured by any of its assets or properties properties; except in the cases of (a), (c) and (d) as would not prevent or materially impede the undersigned pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating ability of Seller to such assets or properties to which consummate the undersigned is a party or by which any of such assets or properties is bound;transactions contemplated hereby.

Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned do not, and the performance by the undersigned of undersigned's ’s obligations hereunder under this Subscription Agreement will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned from performing any of undersigned's ’s material obligations under this Subscription Agreement; and (ii) The execution, delivery and performance of this Subscription Agreement by the undersigned and the other agreements and agreements to be executed, delivered and performed by the undersigned pursuant hereto to this Subscription Agreement and the consummation of the transactions contemplated hereby by this Subscription Agreement and thereby such other agreements and documents by the undersigned do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's ’s material obligations under this Subscription Agreement and would not have a Material Adverse Effectmaterial adverse effect on the undersigned, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned is a party or by which any of such assets or properties is bound;.

Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned do not, and the performance by the undersigned of undersigned's obligations hereunder under this Subscription Agreement will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement; and (ii) The execution, delivery and performance of this Subscription Agreement by the undersigned and the other agreements and agreements to be executed, delivered and performed by the undersigned pursuant hereto to this Subscription Agreement and the consummation of the transactions contemplated hereby by this Subscription Agreement and thereby such other agreements and documents by the undersigned do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effectmaterial adverse effect on the undersigned, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned do not, and the performance by the undersigned of undersigned's obligations hereunder will not, require any 4.2.1 No consent, approval, authorization or other action byapproval of, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would registration with any Governmental Authority or any other Person not prevent a party to this Agreement is necessary in connection with the undersigned from performing any of undersigned's material obligations under this Subscription Agreement; and (ii) The execution, delivery and performance by Seller of this Subscription Agreement and its Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. 4.2.2 The execution and delivery by the undersigned Seller of this Agreement and the other agreements and agreements to be executed, delivered and performed by the undersigned pursuant hereto its Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the undersigned do not and will not shall not: (a) violate any Law or other restriction of any Governmental Authority applicable to Seller, the Membership Interests or the Company; (b) violate any provision of the certificate of formation, operating agreement or similar organizational documents of Seller or the Company; (c) violate or conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned or give to others any rights of terminationPerson any additional right (including a termination right) under, amendment, acceleration or permit cancellation of, or result in the creation of any lien or encumbrance on Lien upon any of the assets or properties of Seller or the undersigned pursuant toCompany under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties of the foregoing under (i) any material Contract to which the undersigned Seller is a party or by which Seller or any of such Seller’s assets or properties are bound, or (ii) any Material Contract to which the Company is a party or by which the Company or any of the Company’s assets or properties are bound;; (d) permit the acceleration or maturity of any Indebtedness of the Company or Indebtedness secured by any of the Company’s assets or properties; or (e) result in the creation of any Lien on any of the assets of the Company or on the Membership Interests.

Consents and Approvals; No Conflicts. (i) The execution and delivery of this Subscription Agreement by the undersigned Buyer do not, and the performance by the undersigned Buyer's of undersigned's its obligations hereunder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned Buyer from performing any of undersigned's its material obligations under this Subscription Agreement; and (ii) The execution, delivery and performance of this Subscription Agreement by the undersigned Buyer and the other agreements and agreements documents to be executed, delivered and performed by the undersigned Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the undersigned Buyer do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation)Buyer, or, except as would not prevent the undersigned Buyer from performing any of undersigned's its material obligations under this Subscription Agreement and would not have a Material Adverse Effectmaterial adverse effect on the business, operations or financial condition of the Buyer, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned Buyer or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned Buyer is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflicts. (ia) The acceptance, execution and delivery of this Subscription Agreement by the undersigned Investors do not, and the performance by the undersigned Investors of undersigned's their obligations hereunder under this Agreement upon acceptance by the Investors, will not, not require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the undersigned Investors from performing any of undersigned's Investors' material obligations under this Subscription Agreement; Agreement and would not have a Material Adverse Effect on Multigioco, and; (iib) The acceptance, execution, delivery and performance of this Subscription Agreement by the undersigned Investors and the other agreements and agreements documents to be executed, delivered and performed by the undersigned Investors pursuant hereto to this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby by the undersigned Investors, including, without limitation, the Exchange Transaction, do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the undersigned (if the undersigned is a corporation), any other organizational instrument (if the undersigned is a legal entity other than a corporation), or, except as would not prevent the undersigned from performing any of undersigned's material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the undersigned Investors or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the undersigned Investors pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the undersigned is Investors are a party or by which any of such assets or properties is bound, except as would not prevent the Investors from performing any of the Investors' material obligations under this Agreement and would not have a Material Adverse Effect (as such capitalized term is defined in section 10.15) on the Investors or the Investors' assets;