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

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Schedule 3.4 and subject to obtaining Company Stockholder Approval, the execution and delivery of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate the certificate of incorporation or by-laws or equivalent organizational documents of the Company or any Company Subsidiary, (ii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not have a Company Material Adverse Effect; or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, any such Company Subsidiary or the Surviving Corporation) or modification in a manner materially adverse to the Company and the Company Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, "Liens") on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation (collectively, "Contracts"), to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not result in a Company Material Adverse Effect.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Schedule 3.4 and subject to obtaining Section 4.5(a) of the Company Stockholder ApprovalDisclosure Letter, the execution and delivery of this Agreement and the Ancillary Documents by the Company do not, and the performance of its obligations under this Agreement and the Ancillary Documents and the consummation of the Transactions by the Company will not, (i) conflict with or violate the certificate articles of incorporation or by-laws bylaws or equivalent organizational documents of the Company or any Company SubsidiaryREI Barbados, (ii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b4.5(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Company Subsidiary REI Barbados or by which any property or asset of the Company or any Company Subsidiary REI Barbados is bound or affectedaffected or, except directly or indirectly, result in such instances which would not have a Company Material Adverse Effect; any of the consequences referred to in subsection (a) of Exhibit A hereto, or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, any such Company Subsidiary REI Barbados or the Surviving Corporation) or modification in a manner materially adverse to the Company and the Company Subsidiaries REI Barbados of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and a Lien or other encumbrances of any nature whatsoever (collectively, "Liens") encumbrance on any property or asset of the Company or any Company Subsidiary REI Barbados pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation obligation, whether written or oral (collectively, "Contracts"), to which the Company or any Company Subsidiary REI Barbados is a party or by which the Company or any Company Subsidiary REI Barbados or any property or asset of the Company or any Company Subsidiary REI Barbados is bound or affected, except except, in the case of clauses (ii) and (iii), for any such instances conflicts, violations, breaches, defaults or other occurrences which would not result not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Schedule Section 3.4 and subject to obtaining of the Company Stockholder ApprovalDisclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate the certificate of incorporation or by-laws or equivalent organizational documents of the Company or any Material Company Subsidiary, (ii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Material Company Subsidiary or by which any property or asset of the Company or any Material Company Subsidiary is bound or affected, except in such instances which would not have a Company Material Adverse Effect; or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, any such Material Company Subsidiary or the Surviving Corporation) or modification in a manner materially adverse to the Company and the Company Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, "Liens") on any property or asset of the Company or any Material Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation (collectively, "Contracts"), to which the Company or any Company Subsidiary is a party or by which the Company or any Material Company Subsidiary or any property or asset of the Company or any Material Company Subsidiary is bound or affected, except except, in the case of clauses (ii) and (iii), for any such instances conflicts, violations, breaches, defaults or other occurrences which would not result prevent or delay in any material respect consummation of the Transactions, or otherwise, individually or in the aggregate, prevent the Company from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Schedule 3.4 and subject to obtaining Section 3.5(a) of the Company Stockholder ApprovalDisclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate the certificate of incorporation or by-laws bylaws or equivalent organizational documents of the Company or any Material Company Subsidiary, (ii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b3.5(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not have a Company Material Adverse Effect; or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss (by the Company, any such Company Subsidiary or the Surviving Corporation) or modification in a manner materially adverse to the Company and the Company Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and a Lien or other encumbrances of any nature whatsoever (collectively, "Liens") encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any (A) Material Distribution Agreement (as defined in Section 3.20 of the Company Disclosure Letter) or (B) note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation obligation, whether written or oral including, without limitation, the Program Licenses (collectivelyas defined in Section 3.20) (collectively with the Distribution Agreements (as defined in Section 3.20), "Contracts") or (C) Company Plans (as defined in Section 3.11), to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except except, in the case of clauses (ii) and (iii), for any such instances which conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not result in or would not reasonably be expected to have a Company Material Adverse Effect.