Common use of Non-Contravention; Consents and Approvals Clause in Contracts

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergers. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any Governmental Entity or any third party is required by GameStop or any of its Subsidiaries in connection with the execution and delivery of this Agreement by GameStop and Holdco or the consummation by GameStop and Holdco of the transactions contemplated hereby, except for: (i) the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergers.

Non-Contravention; Consents and Approvals. (a) Except None of the execution, delivery or performance of this Agreement by ASARCO or the consummation by ASARCO of the transactions contemplated hereby will (i) violate the certificate of incorporation or the bylaws or other similar governing documents of ASARCO or any of its Subsidiaries, (ii) except for the ASARCO Required Third Party Consents, result in the violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under any of the provisions of any note, bond, mortgage, deed of trust, security interest, indenture, license, contract, agreement, plan or other instrument or obligation to which ASARCO or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "ASARCO Contracts"), (iii) except for the ASARCO Required Statutory Approvals, violate any order, writ, injunction, decree, judgment, permit, license, statute, law, ordinance, policy, rule or regulation ("Law") of any court, tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority, whether federal, state, local or foreign (individually, a "Governmental Entity") applicable to ASARCO or any of its Subsidiaries or any of their respective property or assets, or (iv) result in the creation or imposition of any Encumbrance on any asset of ASARCO or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for violations, breaches, defaults, terminations, cancellations, accelerations or creations which would not in the aggregate have a Material Adverse Effect on ASARCO and its Subsidiaries, taken as set forth in a whole, or prevent or delay the consummation of the transactions contemplated hereby. (b) Section 4.5(a3.4(b)(i) of the GameStop ASARCO Disclosure Letter, Schedule sets forth a list of all third party consents and approvals required to be obtained under the execution and delivery of this Agreement does not, and ASARCO Contracts prior to the consummation of the transactions contemplated by this Agreement and compliance with the provisions failure of this Agreement will not, (i) subject which to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens thatobtain would have, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop ASARCO and that would not prevent or materially delay consummation its Subsidiaries, taken as a whole (the "ASARCO Required Third Party Consents"). Section 3.4(b)(ii) of the Mergers. (b) No consentASARCO Disclosure Schedule sets forth a list of all notices to, approvalfilings and registrations with, order or authorization and permits, authorizations, consents and approvals of, action by Governmental Entities required to be made or in respect of, or registration, declaration or filing with any obtained from Governmental Entity or any third party is required by GameStop or any of its Subsidiaries in connection with the execution and delivery of this Agreement by GameStop and Holdco or Entities prior to the consummation by GameStop and Holdco of the transactions contemplated hereby, except for: (i) the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with by this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtainedobtain would have, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop ASARCO and that would not prevent or materially delay consummation of its Subsidiaries, taken as a whole (the Mergers"ASARCO Required Statutory Approvals").

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the The execution and delivery by the Company of this Agreement does notand each applicable Ancillary Document, and the consummation of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement and compliance each applicable Ancillary Document in accordance with the provisions of this Agreement its terms will not: (a) except as set forth in Section 4.13(a) of the Company Disclosure Letter, violate the Existing Operating Agreement or any comparable organizational instruments of any of the Company’s Subsidiaries; (b) require the Company to obtain any additional consents, approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Authorities or any other Person, except (i) subject to the GameStop Stockholder Approval and for the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergers. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any Governmental Entity or any third party is required by GameStop or any of its Subsidiaries in connection with the execution and delivery of this Agreement by GameStop and Holdco or the consummation by GameStop and Holdco of the transactions contemplated hereby, except for: (i) the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates Articles of Merger with the Secretary of State of the State of Delaware; Illinois, (ivii) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including as set forth in respect Section 4.13(b) of the HSR Filings by Company Disclosure Letter (the Company, GameStop “Company Consents and Notices”) or (iii) any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders authorizations or authorizations actions of, or filings with or notices to any Person (other than a Governmental Authority) the failure of to obtain or make which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (c) assuming all of the Client Consents and the Company Consents and Notices are obtained or made, violate or result in the breach of any of the material terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, or result in the acceleration of any monetary liabilities under, any Material Adverse Effect on GameStop and Contract or material Permit to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, or result in the creation of any Lien, other than a Permitted Lien, upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to the terms of any Material Contract or material Permit to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, except for any such violations, breaches, terminations, defaults, accelerations or creations under any Material Contracts that would not prevent or materially delay consummation have a Company Material Adverse Effect; or (d) assuming all of the MergersClient Consents and the Company Consents and Notices are obtained or made, violate or result in the breach of any applicable Orders or Laws of any Governmental Authorities.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of Neither the GameStop Disclosure Letterexecution, the execution delivery and delivery performance of this Agreement does notor any Ancillary Documents by the Seller, and nor the consummation of the transactions contemplated by this Agreement hereby or thereby, will, assuming that the consents and compliance with approvals listed on Schedule 3.6(b) of the provisions of this Agreement will notDisclosure Schedules are duly obtained prior to the Closing, (i) subject to the GameStop Stockholder Approval and the filing violate or conflict with, any provision of the GameStop Charter Amendment, conflict with Governing Documents of the certificate of incorporation Company or bylaws (or comparable organizational documents) of any of GameStop and its SubsidiariesSubsidiary, (ii) result violate or conflict with any Law or Order to which the Company, any Subsidiary or Seller, their respective assets or the Purchased Shares or equity interests in any breachthe Subsidiaries are bound or subject, violation or default (iii) with or without giving notice or the lapse of time, time or both) , breach or conflict with, constitute or create a default under, or give rise to a any right of termination, cancellation or creation or acceleration of any obligation or right of result in a third party or loss of a material benefit under, or give rise to any obligation of the Company, any Subsidiary or Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which the Company, any Subsidiary or Seller is a party or by which the Company or Seller, their respective assets or the Purchased Shares may be bound, or (iv) result in the creation imposition of a Lien (other than a Permitted Lien) on any Lien upon Purchased Shares or any assets of the properties Company or assets of any of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersSubsidiary. (b) No Except for the third party consents set forth in Schedule 3.6(b) of the Disclosure Schedule, no authorization, consent, approval, order license or authorization exemption of, action by or in respect ofand no registration, or registrationqualification, designation, declaration or filing with with, any Governmental Entity Authority or any third party other Person is required by GameStop or any of its Subsidiaries necessary in connection with (i) the valid execution and delivery by the Company and Seller of this Agreement by GameStop Agreement, (ii) the sale and Holdco transfer of the Purchased Shares hereunder, or (iii) the consummation by GameStop and Holdco the Company or Seller of the transactions contemplated hereby, except for: (i) the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergers.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the The execution and delivery of this Agreement does and the Company Stockholder’s Related Agreements by the Company Stockholder do not, and the consummation of the transactions contemplated by this Agreement hereby and thereby, and compliance with the provisions of this Agreement and the Company Stockholder’s Related Agreements will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendmentconflict with, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breachviolation or breach of, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation cancellation, first offer, first refusal, modification or acceleration of any material right or obligation or right of a third party or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Stockholder under, or result in any loss, suspension, limitation or impairment of GameStop and any right of the Company Stockholder to own or use any assets for the conduct of their its Subsidiaries businesses under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any provision of GameStop and its Subsidiaries or their respective properties or assets (a) the Governing Documents of the Company Stockholder or (iiib) (i) any material Contract of the Company Stockholder or (ii) subject to the governmental filings and other matters referred to in Section 4.5(b)the immediately following sentence, conflict with any Law or violate any judgmentGovernmental Order, order, decree or Law in each case applicable to the Company Stockholder or any of GameStop and its Subsidiaries or their respective the Company Stockholder’s properties or assets, other than, in the case of clauses the foregoing clause (ii) and (iiib), any such conflicts, violations, breaches, violations, defaults, rights, losses losses, Liens, suspensions, limitations or Liens thatimpairments that have not and would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent prevent, materially impair or materially delay consummation of the Mergers. (b) Company Stockholder’s ability to consummate the transactions contemplated by this Agreement and its Related Agreements. No consent, approval, order order, permit, license, waiver or authorization of, action by or in respect ofnonaction by, or registration, declaration or filing with with, or notice to, any Governmental Entity or any third party Authority is required to be obtained or made by GameStop or any of its Subsidiaries with respect to the Company Stockholder in connection with the execution and delivery by the Company Stockholder of this Agreement by GameStop and Holdco its Related Agreements or the consummation by GameStop and Holdco the Company Stockholder of the transactions contemplated herebyby hereby and thereby, except for: for (i) the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, (iiA) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, Act as may be required in connection with this Agreement Agreement, the Related Agreements and the transactions contemplated hereby; hereby and thereby, (iiiB) the filing of the Certificates Certificate of Merger pursuant to the DGCL, (C) any filings or notices as may be required under applicable state securities or “blue sky” Laws in connection with the Secretary of State of the State of Delaware; Share Issuances or as may be required by Nasdaq, (ivD) all necessary registrations compliance with and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and or any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; Law, (vE) notifications to NASDAQ and, in the case of GameStop, filings with and approvals submission of the NYSE ITAR Notice to permit the shares Directorate of Holdco Common Stock that are to be issued in Defense Trade Controls of the Mergers to be listed on the NYSE; U.S. State Department and (viF) such other consents, approvals, orders or authorizations orders, permits, licenses, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made or obtainedhave not and would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent prevent, materially impair or materially delay consummation of the MergersCompany Stockholder’s ability to consummate the transactions contemplated by this Agreement and its Related Agreements.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate Charter Documents of incorporation Parent or bylaws any subsidiary of Parent (or comparable organizational documents) of any of GameStop and its collectively, the "Parent Subsidiaries" and, together with Parent, the "Parent Entities"), (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of GameStop and its Subsidiaries the Parent Entities under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries the Parent Entities or their respective properties or assets assets, or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b4.3(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries the Parent Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersMerger. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with with, any Governmental Entity or any third party is required by GameStop Parent or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by GameStop and Holdco either of them or the consummation by GameStop and Holdco either of them of the transactions contemplated hereby, except for: (i) the GameStop Stockholder Approval and filing with the filing SEC of the GameStop Charter Amendment, Proxy Statement; (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of Delaware; (iviii) all necessary registrations the filing of a premerger notification and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings report form by the Company, GameStop and any member of the Xxx Group Parent under the HSR Act and any other filings either required or filing under any other applicable Antitrust and Competition Laws foreign competition or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSEinvestment Law; and (viiv) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersMerger.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergers. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any Governmental Entity or any third party is required by GameStop or any of its Subsidiaries in connection with the The execution and delivery of this Agreement by GameStop each of Parent and Holdco or Purchaser and the Ancillary Documents to which it is a party, the consummation by GameStop each of Parent and Holdco Purchaser of the transactions contemplated herebyTransactions, except forand the performance by each of Parent and Purchaser of its obligations hereunder and thereunder: (i) the GameStop Stockholder Approval and the filing do not violate any provision of the GameStop Charter Amendment, Constituent Documents of Parent or any of its Subsidiaries; and (iiii)(A) do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent or any of its Subsidiaries or any part of the filing with the SEC properties or assets of (A) the Joint Proxy Statement and Parent or its Subsidiaries; (B) such reports do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under Section 13(a(whether or not in combination with any other event or circumstance), 13(dor conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), 15(dany Contract, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do not require the Consent of any Person under, violate, result in the termination or 16(aacceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent or any of Parent’s Subsidiaries is a party or by which any of their respective properties or assets is bound; (D) do not result in the creation or such other applicable sections imposition of any material Lien on any part of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated herebyproperties or assets of Parent or any of Parent’s Subsidiaries; (iiiE) the filing do not violate any Order binding on Parent or any of the Certificates its Subsidiaries or any part of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals its or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws their properties or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSEassets; and (viF) such consentsdo not otherwise require any material Governmental Approvals or any material Third Party Consents; except, approvalsin each case, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, as would not reasonably be expected to have or result in a Parent Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersEffect.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the The execution and delivery of this Agreement by STEAG does not, and the performance by STEAG of its obligations hereunder and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereby, will notnot conflict with, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, a violation or default breach of, constitute (with or without notice or lapse of time, time or both) a default under, result in or give rise to a any person any right of payment or reimbursement, termination, cancellation or creation cancellation, modification or acceleration of any obligation or right of a third party or loss of a benefit underof, or result in the creation or imposition of any Lien lien upon any of the assets or properties of STEAG or assets of any of GameStop and its Subsidiaries STEAG Subsidiary under, any loan of the terms, conditions or credit agreementprovisions of (i) Memorandum and Articles of Association (Satzung) or Management Board (Vorstand) Rules of Procedure, note, bond, mortgage, indenture or the articles of incorporation or bylaws (or other agreementcomparable charter documents) of STEAG or any STEAG Subsidiary, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iiiii) subject to the governmental filings taking of the actions described in paragraph (b) of this Section 3.3, (x) any statute, law, rule, regulation, or ordinance (together, "Laws") applicable to STEAG and other matters referred to in Section 4.5(b)the STEAG Subsidiaries, conflict with or violate any judgment, decree, order, decree writ, permit, or Law license, of any Governmental Entity (as defined in paragraph (b) below), applicable to STEAG or any STEAG Subsidiary or any of GameStop and its Subsidiaries or their respective assets or properties, or (y) any contract, agreement, or commitment to which STEAG or any STEAG Subsidiary is a party or by which STEAG or any STEAG Subsidiary or any of their respective assets or properties or assetsis bound, other than, in excluding from the case of foregoing clauses (iix) and (iii)y) conflicts, any such conflictsviolations, breaches, violations, defaults, rightsterminations, losses or Liens thatmodifications, individually or in the aggregateaccelerations, and creations and impositions of liens which would not reasonably be expected to have or result in a STEAG Material Adverse Effect on GameStop and that or would not prevent or materially delay consummation result in the inability of STEAG to consummate the Mergerstransactions contemplated by this Agreement. (b) No consent, approval, order order, or notice to or authorization of, action by or in respect of, or registration, declaration declaration, or filing with with, any United States federal, state, local, or foreign court, administrative agency or commission, or other governmental entity or instrumentality (including a stock exchange or other self-regulatory body) (a "Governmental Entity or any third party Entity"), is required to be made or obtained by GameStop STEAG or any of its the STEAG Subsidiaries in connection with for the execution and delivery of this Agreement by GameStop and Holdco or the consummation by GameStop and Holdco STEAG of the transactions contemplated hereby, the failure to obtain which would reasonably be expected to have a STEAG Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for: : (i) the GameStop Stockholder Approval filing of a pre-merger notification report by STEAG or its ultimate parent entity under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing expiration or termination of the GameStop Charter Amendment, applicable waiting period thereunder; (ii) the filing of required documents with the SEC relevant Governmental Entities of the countries or political subdivisions in which STEAG is qualified to transact business, including, if applicable, any filing under the German Act Against Restraints on Competition of 1958 (AGesetz gegen Wettbewerbsbeschraenkungen), and the expiration or termination of the waiting period thereunder; (iii) ministerial notices, filings and registrations with local Governmental Entities in connection with the Joint Proxy Statement and transfers of the Direct Subsidiary Shares to Newco by STEAG; and (Biv) such reports under Section 13(a)other filings, 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, authorization orders and approvals as may be required of state and local Governmental Entities (the "Local Approvals") which are specified in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersSchedule 3.3 hereto.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the The execution and delivery of this Agreement by STEAG does not, and the performance by STEAG of its obligations hereunder and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereby, will notnot conflict with, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, a violation or default breach of, constitute (with or without notice or lapse of time, time or both) a default under, result in or give rise to a any person any right of payment or reimbursement, termination, cancellation or creation cancellation, modification or acceleration of any obligation or right of a third party or loss of a benefit underof, or result in the creation or imposition of any Lien lien upon any of the assets or properties of STEAG or assets of any of GameStop and its Subsidiaries STEAG Subsidiary under, any loan of the terms, conditions or credit agreementprovisions of (i) Memorandum and Articles of Association (Satzung) or Management Board (Vorstand) Rules of Procedure, note, bond, mortgage, indenture or the articles of incorporation or bylaws (or other agreementcomparable charter documents) of STEAG or any STEAG Subsidiary, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iiiii) subject to the governmental filings taking of the actions described in paragraph (b) of this Section 3.3, (x) any statute, law, rule, regulation, or ordinance (together, "Laws") applicable to STEAG and other matters referred to in Section 4.5(b)the STEAG Subsidiaries, conflict with or violate any judgment, decree, order, decree writ, permit, or Law license, of any Governmental Entity (as defined in paragraph (b) below), applicable to STEAG or any STEAG Subsidiary or any of GameStop and its Subsidiaries or their respective assets or properties, or (y) any contract, agreement, or commitment to which STEAG or any STEAG Subsidiary is a party or by which STEAG or any STEAG Subsidiary or any of their respective assets or properties or assetsis bound, other than, in excluding from the case of foregoing clauses (iix) and (iii)y) conflicts, any such conflictsviolations, breaches, violations, defaults, rightsterminations, losses or Liens thatmodifications, individually or in the aggregateaccelerations, and creations and impositions of liens which would not reasonably be expected to have or result in a STEAG Material Adverse Effect on GameStop and that or would not prevent or materially delay consummation result in the inability of STEAG to consummate the Mergerstransactions contemplated by this Agreement. (b) No consent, approval, order order, or notice to or authorization of, action by or in respect of, or registration, declaration declaration, or filing with with, any United States federal, state, local, or foreign court, administrative agency or commission, or other governmental entity or instrumentality (including a stock exchange or other self-regulatory body) (a "Governmental Entity or any third party Entity"), is required to be made or obtained by GameStop STEAG or any of its the STEAG Subsidiaries in connection with for the execution and delivery of this Agreement by GameStop and Holdco or the consummation by GameStop and Holdco STEAG of the transactions contemplated hereby, the failure to obtain which would reasonably be expected to have a STEAG Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for: : (i) the GameStop Stockholder Approval filing of a pre-merger notification report by STEAG or its ultimate parent entity under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing expiration or termination of the GameStop Charter Amendment, applicable waiting period thereunder; (ii) the filing of required documents with the SEC relevant Governmental Entities of the countries or political subdivisions in which STEAG is qualified to transact business, including, if applicable, any filing under the German Act Against Restraints on Competition of 1958 (AGesetz gegen Wettbewerbsbeschraenkungen), and the expiration or termination of the waiting period thereunder; (iii) ministerial notices, filings and registrations with local Governmental Entities in connection with the Joint Proxy Statement and transfers of the Direct Subsidiary Shares to Newco by STEAG; and (Biv) such reports under Section 13(a)other filings, 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, authorization orders and approvals as may be required of state and local Governmental Entities (the "Local Approvals") which are specified in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersSchedule 3.3 hereto.

Non-Contravention; Consents and Approvals. (a) Except as to the extent set forth in Section 4.5(a) of the GameStop Disclosure Letteron Schedule 3.3, the execution and ------------ delivery of this Agreement by SRS does not, and the performance by SRS of its obligations hereunder and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereby will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendmentconflict with, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, a violation or default breach of, constitute (with or without notice or lapse of time, time or both) a default under, result in or give rise to a any person any right of payment or reimbursement, termination, cancellation or creation cancellation, modification or acceleration of any obligation or right of a third party or loss of a benefit underof, or result in the creation or imposition of any Lien lien upon any of the assets or properties or assets of any of GameStop and its Subsidiaries SRS under, any loan of the terms, conditions or credit agreementprovisions of (i) the Articles of Incorporation or By-Laws of SRS, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iiiii) subject to obtaining the governmental filings necessary approval of this Agreement and other matters referred to the Merger by the SRS stockholders and the taking of the actions described in paragraph (b) of this Section 4.5(b3.3, ------------ (x) any statute, law, rule, regulation or ordinance (together, "Laws"), conflict with or violate any judgment, decree, order, decree writ, permit or Law license, of any Governmental Entity (as defined in paragraph (b) below), applicable to SRS or any of GameStop and its Subsidiaries assets or their respective properties, or (y) any contract, agreement or commitment to which SRS is a party or by which SRS or any of its assets or properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergersis bound. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity"), or any third party other Person, is required by GameStop or any of its Subsidiaries SRS in connection with the execution and delivery of this Agreement by GameStop and Holdco the Related Agreement or the consummation by GameStop and Holdco SRS of the transactions contemplated herebyhereby and thereby, except for: : (i) the GameStop Stockholder Approval and permit by the filing California Commissioner of Corporations approving the GameStop Charter Amendment, Merger after a fairness hearing thereon; (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates Articles of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under Nevada in accordance with the Antitrust and Competition Laws, including in respect requirements of the HSR Filings by NRS; and (iii) if applicable, the Company, GameStop and any member filing of the Xxx Group under appropriate documents with the HSR Act and any relevant authorities of other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications states in which SRS is qualified to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergerstransact business.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the The execution and delivery of this Agreement does by Mattxxx xxxs not, and the performance by of its obligations hereunder and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereby will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendmentconflict with, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, a violation or default breach of, constitute (with or without notice or lapse of time, time or both) a default under, result in or give rise to a any person any right of payment or reimbursement, termination, cancellation or creation cancellation, modification, or acceleration of any obligation or right of a third party or loss of a benefit underof, or result in the creation or imposition of any Lien lien upon any of the assets or properties or assets of Mattxxx xxxer any of GameStop and its Subsidiaries underthe terms, conditions, or provisions of (i) the Certificate of Incorporation or Bylaws of Mattxxx, xx (ii) subject to obtaining the necessary approval by the stockholders of Mattxxx xxx the taking of the actions described in paragraph (b) of this Section 4.2, (x) any loan or credit agreementLaw applicable to Mattxxx xx any judgment, notedecree, bondorder, mortgage, indenture or other agreement, instrumentwrit, permit, concession, franchise, lease, or license or other authorization of any Governmental Entity applicable to Mattxxx xx (y) any contract, agreement, or commitment to which Mattxxx xx a party or by which Mattxxx xx any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to properties is bound, excluding from the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of foregoing clauses (iix) and (iii)y) conflicts, any such conflictsviolations, breaches, violations, defaults, rightsterminations, losses or Liens thatmodifications, individually or in the aggregateaccelerations, and creations and impositions of liens which would not reasonably be expected to have a Mattxxx Xxxerial Adverse Effect or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation the inability of Mattxxx xx consummate the Mergerstransactions contemplated by this Agreement. (b) No consent, approval, order order, or notice to or authorization of, action by or in respect of, or registration, declaration declaration, or filing with any Governmental Entity or any third party is required to be made or obtained by GameStop or any of its Subsidiaries in Mattxxx xx connection with the execution and delivery of this Agreement by GameStop and Holdco or the consummation by GameStop and Holdco Mattxxx xx the transactions contemplated hereby, the failure to obtain which would reasonably be expected to have a Mattxxx Xxxerial Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for: : (i) the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group a pre-merger notification report under the HSR Act and any other filings either required under any other the expiration or termination of the applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ waiting period thereunder, and, if applicable, the filing of required documents with relevant Governmental Entities of the countries or political subdivisions in which the STEAG Subsidiaries or CFM conduct business including, if applicable, any filing under the German Act Against Restraints on Competition of 1958 (Gesetz gegen Wettbewerbsbeschraenkungen) and the expiration or termination of the waiting period thereunder; (ii) the approval of the Mattxxx Xxxres for listing on NASDAQ upon official notice of issuance; (iii) the approval by the stockholders of Mattxxx xx a single proposal (the "Mattxxx Xxxckholder Proposal") that provides for: (A) the Share Issuance and the issuance of shares of Mattxxx Xxxmon Stock pursuant to the CFM Agreement, and (B) if necessary to effect the Strategic Business Combination and/or the CFM Merger, an increase in the case of GameStop, filings with shares reserved under Mattxxx'x xxxck option plans (the "Plan Reserve Increase"); and (iv) the consents and approvals specified on Section 4.2 of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersMattxxx Xxxclosure Schedule.

Non-Contravention; Consents and Approvals. Except for (a) Except filings under the HSR Act and (b) as set forth in Section 4.5(a3.3(b) of the GameStop Disclosure LetterSchedule, the execution and delivery by the Company of this Agreement does notand its Related Agreements, the Company’s performance of its obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby and compliance thereby (either alone or in combination with the provisions of this Agreement another event) will not, not (i) subject violate any Applicable Law; (ii) assuming the truth and completeness of the representations and warranties of Parent contained in this Agreement, require any filing or registration by the Company with, or consent or approval with respect to the GameStop Stockholder Approval and the filing of the GameStop Charter AmendmentCompany of, any Governmental Authority; (iii) violate or conflict with the certificate Governing Documents of incorporation the Company; (iv) violate, conflict with, or bylaws (constitute or comparable organizational documents) result in a default or breach, acceleration, termination or modification of the terms of, or entitle any party to declare such a default or breach, or to accelerate, modify, terminate, or create or accelerate any obligation or loss of any of GameStop and its Subsidiaries, right or benefit under (ii) result in any breach, violation or default (each case with or without notice or lapse of time, time or both) under), or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right Material Contract (other than any Contract for Leased Real Property of a third party or loss store location of the Company Group that is not one of the top twenty (20) Contracts for Leased Real Property of a benefit under, or store location of the Company Group by aggregate rent payments for fiscal year 2019); (v) result in the creation or imposition of any Lien upon Liens with respect to any of the material assets or properties or assets of any member of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or the Company Group (other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets than Permitted Liens); or (iiivi) subject to the governmental filings and other matters referred to violate, contravene or conflict with, result in Section 4.5(b)termination or lapse of, conflict with or violate in any judgmentway affect any Order or Permit, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, except in the case of clauses (i), (ii), (iv), (v) and (iiivi), any such conflicts, breaches, violations, defaults, rights, losses or Liens thatas would not, individually or in the aggregate, would not have or reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation Effect. Section 3.3(c) of the Mergers. (b) No consentDisclosure Schedule sets forth, approvalas of the date hereof, order or authorization ofa true, action by or in respect of, or registration, declaration or filing with any Governmental Entity or any third party complete and accurate list of all Indebtedness for borrowed money that is required by GameStop or any of its Subsidiaries terms to be paid in connection with the execution and delivery of this Agreement by GameStop and Holdco or the consummation by GameStop and Holdco of the transactions contemplated hereby, except for: (i) the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group under the HSR Act and any other filings either required under any other applicable Antitrust and Competition Laws or that the Company and GameStop deem advisable; (v) notifications to NASDAQ and, in the case of GameStop, filings with and approvals of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersClosing.

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the The execution and delivery of this Agreement by Buyer does not, and the performance by Buyer of its obligations hereunder and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereby will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendmentconflict with, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, a violation or default breach of, constitute (with or without notice or lapse of time, time or both) a default under, result in or give rise to a any person any right of payment or reimbursement, termination, cancellation or creation cancellation, modification, or acceleration of any obligation or right of a third party or loss of a benefit underof, or result in the creation or imposition of any Lien lien upon any of the assets or properties or assets of Buyer under any of GameStop the terms, conditions, or provisions of (i) the Certificate of Incorporation or Bylaws of Buyer, or (ii) subject to obtaining the necessary approval by the stockholders of Buyer and its Subsidiaries underthe taking of the actions described in paragraph (b) of this Section 3.2, (x) any loan Law applicable to Buyer or credit agreementany judgment, notedecree, bondorder, mortgage, indenture or other agreement, instrumentwrit, permit, concession, franchise, lease, or license or other authorization of any Governmental Entity applicable to Buyer or (y) any contract, agreement, or commitment to which Buyer is a party or by which Buyer or any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to properties is bound, excluding from the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of foregoing clauses (iix) and (iii)y) conflicts, any such conflictsviolations, breaches, violations, defaults, rightsterminations, losses or Liens thatmodifications, individually or in the aggregateaccelerations, and creations and impositions of liens which would not reasonably be expected to have a Buyer Material Adverse Effect or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation the inability of Buyer to consummate the Mergerstransactions contemplated by this Agreement. (b) No consent, approval, order order, or notice to or authorization of, action by or in respect of, or registration, declaration declaration, or filing with any Governmental Entity or any third party is required to be made or obtained by GameStop or any of its Subsidiaries Buyer in connection with the execution and delivery of this Agreement by GameStop and Holdco or the consummation by GameStop and Holdco Buyer of the transactions contemplated hereby, the failure to obtain which would reasonably be expected to have a Buyer Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, except for: : (i) the GameStop Stockholder Approval and if applicable, the filing of the GameStop Charter Amendment, (ii) the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware; (iv) all necessary registrations and filings and approvals or waivers under the Antitrust and Competition Laws, including in respect of the HSR Filings by the Company, GameStop and any member of the Xxx Group a pre-merger notification report under the HSR Act and the expiration or termination of the applicable waiting period thereunder, and the filing of required documents with relevant Governmental Entities of the countries or political subdivisions in which the Xxxxxxx Subsidiaries conduct business, including any other filings either required filing under any other applicable Antitrust the German Act Against Restraints on Competition of 1999 (Gesetz gegen Wettbewerbsbeschraenkungen) and Competition Laws the expiration or that termination of the Company and GameStop deem advisablewaiting period thereunder; and (vii) notifications to NASDAQ and, in the case of GameStop, filings with consents and approvals specified on Section 3.2 of the NYSE to permit the shares of Holdco Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (vi) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the MergersBuyer Disclosure Schedule.