Common use of No Conflict; Required Filings and Consent Clause in Contracts

No Conflict; Required Filings and Consent. The execution and delivery by Stars of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars or any of its Material Subsidiaries; (B) any Material Contracts or Authorizations to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (C) any Law to which Stars or any of its Subsidiaries is subject or by which Stars or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer or any restriction or limitation, under any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is bound, or result in the imposition of any Lien upon any of Stars’ assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars or any of its Subsidiaries for the consummation by Stars of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Stars Flutter of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) subject to the receipt of the Stars Flutter Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articlesconstitution, articles of association, by-laws or other constating documents of Stars Flutter or any of its Material Subsidiaries; (B) any Material Contracts or Authorizations to which Stars Flutter or any of its Subsidiaries is a party or by which Stars Flutter or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (C) any Law to which Stars Flutter or any of its Subsidiaries is subject or by which Stars Flutter or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents Consents, as applicable, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract or Authorization to which Stars Flutter or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer or any restriction or limitation, limitation under any Material Contract or Authorization to which Stars Flutter or any of its Subsidiaries is a party or by which Stars Flutter or any of its Subsidiaries is bound, or result in the imposition of any Lien upon any of Stars’ Flutter’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars Flutter or any of its Subsidiaries for the consummation by Stars Flutter of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars Flutter or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. ‌ (i) The execution and delivery by Stars GTI of this Agreement and the performance by it GTI of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):condition):‌ (iA) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of:: 111982724 v6 (A1) any provision of the articles, by-laws or other constating documents of Stars GTI or any of its Material Subsidiaries; (B2) any Material Contracts or Authorizations Contract to which Stars GTI or any of its Subsidiaries is a party or by which Stars GTI or any of its Subsidiaries is bound; or (3) any Law to which GTI or any of its Subsidiaries is subject or by which GTI or any of its Subsidiaries is bound; in each case, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation in respect of the Arrangement and the transactions contemplated by this Agreement; or GTI (C) any Law to which Stars or any of its Subsidiaries is subject or by which Stars or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a “GTI Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect”); (iiB) subject to receipt other than the Material Contracts listed in Section (d)(i)(B) of the Regulatory Approvals and the Gaming Consents as applicableGTI Disclosure Letter, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any material right or material obligation or the acceleration loss of any indebtednessbenefit to which GTI is entitled, under any Material Contract or Authorization to which Stars GTI or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a GTI Material Adverse Effect on Stars or prevent Effect; or‌ (C) other than the consummation Material Contracts listed in Section (d)(i)(C) of the Arrangement and the transactions contemplated by this Agreement; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicableGTI Disclosure Letter, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, under or require any consent or other action by any Person under, any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ GTI’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a GTI Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars or any of its Subsidiaries for the consummation by Stars of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.Effect.‌

No Conflict; Required Filings and Consent. The execution and delivery by Stars Parent of this Agreement and the performance by it of its obligations hereunder pursuant to this Agreement and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):not: (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicableApprovals, violate, conflict with or result in a breach of: (A) any provision of the articlesarticles of association, by-laws or other constating organizational documents of Stars Parent, except as would not, individually or any of its in the aggregate, have or reasonably be expected to have a Parent Material SubsidiariesAdverse Effect; (B) any Material Contracts agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorizations Authorization to which Stars Parent or any of its Subsidiaries is a party or by which Stars Parent or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Parent or any of its Subsidiaries is subject or by which Stars Parent or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) cause a suspension or revocation of an authorization for a consent, approval, licence or Permit currently in effect, except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect; (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicableApprovals, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars Parent or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iiiiv) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change in control provision or any restriction or limitation, limitation under any Material Contract agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Parent’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order Order, and the filing of the Certificate of Arrangement and Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars Parent or any of its Subsidiaries for the consummation by Stars Parent of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars Parent or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Parent Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars LSEG of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):not: (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming or the Key Third Party Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articlesarticles of association, by-laws or other constating documents of Stars LSEG or any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have an LSEG Material SubsidiariesAdverse Effect; (B) any Material Contracts material agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorizations Authorization to which Stars LSEG or any of its Subsidiaries is a party or by which Stars LSEG or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a an LSEG Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars LSEG or any of its Subsidiaries is subject or by which Stars LSEG or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a an LSEG Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and or the Gaming Consents Key Third Party Consents, as applicable, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract material agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars LSEG or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a an LSEG Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Key Third Party Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change in control provision or any restriction or limitation, limitation under any Material Contract material agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ LSEG’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a an LSEG Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order Order, and the filing of the Certificate of Arrangement and Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars LSEG or any of its Subsidiaries for the consummation by Stars LSEG of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars LSEG or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a an LSEG Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars TMX Group of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):not: (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming or the Key Third Party Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars TMX Group or any of its Material Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a TMX Xxxxx Xxxxxxxx Adverse Effect; (B) any Material Contracts material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, or Authorizations Authorization to which Stars TMX Group or any of its Subsidiaries is a party or by which Stars TMX Group or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars TMX Group or any of its Subsidiaries is subject or by which Stars TMX Group or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and or the Gaming Consents Key Third Party Consents, as applicable, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract material agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars TMX Group or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Key Third Party Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change in control provision or any restriction or limitation, limitation under any Material Contract material agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ TMX Group’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Certificate of Arrangement and Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars TMX Group or any of its Subsidiaries for the consummation by Stars TMX Group of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars TMX Group or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars Aastra of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):not: (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicableApprovals, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars Aastra or any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have an Aastra Material SubsidiariesAdverse Effect; (B) any Material Contracts Contract or Authorizations Authorization to which Stars Aastra or any of its Subsidiaries is a party or by which Stars Aastra or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a an Aastra Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Aastra or any of its Subsidiaries is subject or by which Stars Aastra or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a an Aastra Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicableApprovals, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract or Authorization to which Stars Aastra or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a an Aastra Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, limitation under any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Aastra’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a an Aastra Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Certificate of Arrangement and Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars Aastra or any of its Subsidiaries for the consummation by Stars Aastra of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a an Aastra Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Stars Yooma and Subco of this Agreement and the performance by it Yooma and Subco of its their obligations hereunder and the completion of the Arrangement Merger do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):) (iA) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A1) any provision of the articles, by-laws or other constating documents of Stars Yooma or any of its Material Subsidiaries; (B2) any Material Contracts or Authorizations Contract to which Stars Yooma or any of its Subsidiaries is a party or by which Stars Yooma or any of its Subsidiaries is bound; or (3) any Law to which Yooma or any of its Subsidiaries is subject or by which Yooma or any of its Subsidiaries is bound; in each case, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars in respect of Yooma or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or Subco (C) any Law to which Stars or any of its Subsidiaries is subject or by which Stars or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a “Yooma Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect”); (iiB) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any material right or material obligation or the acceleration loss of any indebtednessbenefit to which Yooma or Subco is entitled, under any Material Contract or Authorization to which Stars Yooma or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yooma Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iiiC) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, under or require any consent or other action by any Person under, any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Yooma’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yooma Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars or any of its Subsidiaries for the consummation by Stars of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars Whistler of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the notice of articles, articles, by-laws or other constating documents of Stars Whistler or any of its Material Subsidiaries; (B) any Material Contracts Contract or Authorizations Authorization to which Stars Whistler or any of its Subsidiaries is a party or by which Stars Whistler or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Whistler or any of its Subsidiaries is subject or by which Stars Whistler or any of its Subsidiaries is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Whistler is entitled, under any Material Contract or Authorization to which Stars Whistler or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, under or require any Material consent or other action by any Person under, any Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Whistler’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Whistler Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of ArrangementFinal Order, no Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Stars Whistler or any of its Subsidiaries for the consummation by Stars Whistler of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in have or reasonably be expected to have a Whistler Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The Except as set forth in Section 3.1(c) of the Goldcorp Disclosure Letter, the execution and delivery by Stars Goldcorp of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents or partnership agreements of Stars Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material SubsidiariesJV Entities; (B) any Goldcorp Material Contracts Contract or Authorizations Authorization to which Stars Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities is a party or by which Stars Goldcorp or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Goldcorp Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities is subject or by which Stars Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Goldcorp Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Goldcorp is entitled, under any Goldcorp Material Contract or Authorization to which Stars Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Goldcorp Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, under or require any consent or other action by any Person under, any Goldcorp Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Goldcorp’s assets or properties or the assets or properties of any of its Subsidiariesthe Goldcorp’s Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities except as would not, individually or in the aggregate, have or reasonably be expected to have a Goldcorp Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals Approvals, such filings and approvals required by the applicable rules and policies of the TSX and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policiesNYSE, the Interim Order, the Final Order and the filing of the Articles of ArrangementFinal Order, no Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Stars Goldcorp or any of its Subsidiaries or the Goldcorp Material JV Entities for the consummation by Stars Goldcorp of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in have a Goldcorp Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars Vail and Exchangeco of this Agreement and the performance by it each of them of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars Vail or any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material SubsidiariesAdverse Effect; (B) any Vail Material Contracts Contract or Authorizations Authorization to which Stars Vail or any of its Subsidiaries is a party or by which Stars Vail or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Vail or any of its Subsidiaries is subject or by which Stars Vail or any of its Subsidiaries is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Vail is entitled, under any Vail Material Contract or Authorization to which Stars Vail or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, limitation under any Vail Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Vail’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Vail Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of ArrangementFinal Order, no Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Stars Vail or any of its Subsidiaries for the consummation by Stars Vail of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in have or reasonably be expected to have a Vail Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The Except as set forth in Section 3.1(c) of the Yamana Disclosure Letter, and other than in connection with any Pre-Acquisition Reorganization, the execution and delivery by Stars Yxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the memorandum of incorporation, articles, by-laws or other constating documents or partnership agreements of Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material SubsidiariesJV Entities; (B) any Yamana Material Contracts Contract or Authorizations Authorization to which Stars Yxxxxx or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party or by which Stars Yxxxxx or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is subject or by which Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Yxxxxx is entitled, under any Yamana Material Contract or Authorization to which Stars Yxxxxx or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, under or require any consent or other action by any Person under, any Yamana Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Yamana’s assets or properties or the assets or properties of any of its Subsidiariesthe Yamana’s Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars or any of its Subsidiaries for the consummation by Stars of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars Mitel of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):not: (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicableApprovals, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars Mitel or any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Mitel Material SubsidiariesAdverse Effect; (B) any Material Contracts Contract or Authorizations Authorization to which Stars Mitel or any of its Subsidiaries is a party or by which Stars Mitel or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Mitel Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Mitel or any of its Subsidiaries is subject or by which Stars Mitel or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Mitel Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicableApprovals, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract or Authorization to which Stars Mitel or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Mitel Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, limitation under any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Mitel’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Mitel Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Certificate of Arrangement and Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars Mitel or any of its Subsidiaries for the consummation by Stars Mitel of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Mitel Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The Except as set forth in Section 3.1(c) of the Yamana Disclosure Letter, and other than in connection with any Pre-Acquisition Reorganization, the execution and delivery by Stars Yxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the memorandum of incorporation, articles, by-laws or other constating documents or partnership agreements of Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material SubsidiariesJV Entities; (B) any Yamana Material Contracts Contract or Authorizations Authorization to which Stars Yxxxxx or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party or by which Stars Yxxxxx or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is subject or by which Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Yxxxxx is entitled, under any Yamana Material Contract or Authorization to which Stars Yxxxxx or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, under or require any consent or other action by any Person under, any Yamana Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of Stars’ Yamana’s assets or properties or the assets or properties of any of its Subsidiariesthe Yamana’s Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any such filings and approvals required by the applicable Securities Laws, stock exchange rules and policiespolicies of the TSX, the NYSE, the LSE and/or the FCA, the Interim Order, the Final Order and the filing of the Articles of ArrangementFinal Order, no Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Stars Yamana or any of its Subsidiaries or the Yamana Material JV Entities for the consummation by Stars Yxxxxx of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars TMX Group of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and Maple Acquisition will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):not: (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming or the Key Third Party Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars TMX Group or any of its Material Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a TMX Xxxxx Xxxxxxxx Adverse Effect; (B) any Material Contracts material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, or Authorizations Authorization to which Stars TMX Group or any of its Subsidiaries is a party or by which Stars TMX Group or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars TMX Group or any of its Subsidiaries is subject or by which Stars TMX Group or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and or the Gaming Consents Key Third Party Consents, as applicable, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract material agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars TMX Group or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Key Third Party Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change in control provision or any restriction or limitation, limitation under any Material Contract material agreement, contract, indenture, deed of trust, mortgage, bond, instrument or Authorization to which Stars TMX Group or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundparty, or result in the imposition of any Lien upon any of Stars’ TMX Group’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws and U.S. Securities Laws, stock exchange rules and policies, the Subsequent Arrangement Interim Order, the Subsequent Arrangement Final Order and the filing of the Certificate of Arrangement and Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars TMX Group or any of its Subsidiaries for the consummation by Stars TMX Group of its obligations in connection with the Arrangement Maple Acquisition under this Agreement or for the completion of the Arrangement Maple Acquisition not to cause or result in any loss of any rights or assets or any interest therein held by Stars TMX Group or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material TMX Xxxxx Xxxxxxxx Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars Xxxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) subject to the receipt of the Stars Flutter Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articlesconstitution, articles of association, by-laws or other constating documents of Stars Flutter or any of its Material Subsidiaries; (B) any Material Contracts or Authorizations to which Stars Flutter or any of its Subsidiaries is a party or by which Stars Flutter or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (C) any Law to which Stars Flutter or any of its Subsidiaries is subject or by which Stars Flutter or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents Consents, as applicable, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract or Authorization to which Stars Flutter or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer or any restriction or limitation, limitation under any Material Contract or Authorization to which Stars Flutter or any of its Subsidiaries is a party or by which Stars Flutter or any of its Subsidiaries is bound, or result in the imposition of any Lien upon any of Stars’ Flutter’s assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars Flutter or any of its Subsidiaries for the consummation by Stars Flutter of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars Flutter or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Stars Stryker and Acquireco of this Agreement and the performance by it each of them of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars Stryker or any of its Acquireco, except as would not, individually or in the aggregate, have or reasonably be expected to have a Stryker Material SubsidiariesAdverse Effect; (B) any Material Contracts or Authorizations Contract to which Stars Stryker or any of its Subsidiaries Acquireco is a party or by which Stars Stryker or any of its Subsidiaries Acquireco is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Stryker Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars Stryker or any of its Subsidiaries Acquireco is subject or by which Stars Stryker or any of its Subsidiaries Acquireco is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Stryker Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, or the acceleration of any indebtedness, under any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer or any restriction or limitation, under any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is bound, or result in the imposition of any Lien upon any of Stars’ assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of ArrangementFinal Order, no Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Stars Stryker or any of its Subsidiaries Acquireco for the consummation by Stars Stryker and Acquireco of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in have or reasonably be expected to have a Stryker Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.

No Conflict; Required Filings and Consent. The execution and delivery by Stars Gold Fields of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): ): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach or default of: : (A) any provision of the articles, by-laws or other constating documents or partnership agreements of Stars or any of its Material Subsidiaries; (B) any Material Contracts or Authorizations to which Stars Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities; (B) any Gold Fields Material Contract or Authorization to which Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is a party or by which Stars Gold Fields or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Gold Fields Material Adverse Effect on Stars Effect; or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (C) any Law to which Stars Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is subject or by which Stars Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Gold Fields Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; Effect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Gold Fields is entitled, under any Gold Fields Material Contract or Authorization to which Stars Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Gold Fields Material Adverse Effect on Stars Effect; or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer offer, trigger any change of control provision or any restriction or limitation, or require any consent or other action by any Person, under any Gold Fields Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is boundAuthorization, or result in the imposition of any Lien upon any of StarsGold Fields’ assets or properties or the assets or properties of any of its Subsidiariesthe Gold Fields’ Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities except as would not, individually or in the aggregate, have or reasonably be expected to have a Gold Fields Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect. Other than the Regulatory Approvals Approvals, such filings and approvals required by the applicable rules and policies of the JSE and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policiesNYSE, the Interim Order, the Final Order and the filing of the Articles of ArrangementFinal Order, no Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Stars Gold Fields or any of its Subsidiaries for or the consummation by Stars of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.Gold

No Conflict; Required Filings and Consent. The Except as set forth in Section 3.1(c) of the Yamana Disclosure Letter, and other than in connection with any Pre- Acquisition Reorganization, the execution and delivery by Stars Xxxxxx of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): ): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: : (A) any provision of the memorandum of incorporation, articles, by-laws or other constating documents or partnership agreements of Stars or any of its Material Subsidiaries; (B) any Material Contracts or Authorizations to which Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities; (B) any Yamana Material Contract or Authorization to which Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party or by which Stars Yamana or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars Effect; or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; or (C) any Law to which Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is subject or by which Stars Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement; Effect; (ii) subject to receipt of the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the acceleration loss of any indebtednessbenefit to which Yamana is entitled, under any Yamana Material Contract or Authorization to which Stars Xxxxxx or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Yamana Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (iii) subject to receipt of the Regulatory Approvals and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer or any restriction or limitation, under any Material Contract or Authorization to which Stars or any of its Subsidiaries is a party or by which Stars or any of its Subsidiaries is bound, or result in the imposition of any Lien upon any of Stars’ assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of Arrangement, no Authorization of, or filing with, any Governmental Entity is necessary on the part of Stars or any of its Subsidiaries for the consummation by Stars of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its Authorizations, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Stars MZKR of this Agreement and the performance by it each of them of its obligations hereunder and the completion of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition): (i) subject to receipt of the Stars Shareholder Approval, Regulatory Approvals and Gaming Consents, as applicable, violate, conflict with or result in a breach of: (A) any provision of the articles, by-laws or other constating documents of Stars MZKR or any of its Material Subsidiaries; (B) any Material Contracts Contract or Authorizations Authorization to which Stars MZKR or any of its Subsidiaries is a party or by which Stars MZKR or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have or reasonably be expected to have a MZKR Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; or (C) any Law to which Stars MZKR or any of its Subsidiaries is subject or by which Stars MZKR or any of its Subsidiaries is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have or reasonably be expected to have a MZKR Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect; (ii) subject to receipt of result in the Regulatory Approvals and the Gaming Consents as applicable, give rise to any right of termination, creation or the acceleration imposition of any indebtedness, under any Material Contract or Authorization to which Stars Encumbrance on the MZKR Shares or any of its Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected assets of MZKR; (iii) give any Person the right to have a Material Adverse Effect on Stars or prevent the consummation acquire any of the Arrangement and the transactions contemplated by this AgreementMZKR’s assets; or (iiiiv) subject limit the ability of MZKR to receipt of conduct the Regulatory Approvals its business as and the Gaming Consents, as applicable, give rise to any rights of first refusal or rights of first offer or any restriction or limitation, under any Material Contract or Authorization to which Stars or any of its Subsidiaries where it is a party or by which Stars or any of its Subsidiaries is bound, or result in the imposition of any Lien upon any of Stars’ assets or properties or the assets or properties of any of its Subsidiaries, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreementcurrently being conducted. Other than the Regulatory Approvals and the Gaming Approvals, compliance with any applicable Securities Laws, stock exchange rules and policies, the Interim Order, the Final Order and the filing of the Articles of ArrangementFinal Order, no Authorization of, or filing other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Stars MZKR or any of its Subsidiaries for the consummation by Stars MZKR of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Stars or any of its Subsidiaries under any of its AuthorizationsArrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, result in have or reasonably be expected to have a MZKR Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementEffect.