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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Contango Parties with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Contango Group Entity under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents of any Contango Group Entity, (ii) any Contract to which any Contango Group Entity is a party or by which any Contango Group Entity or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any Law or any rule or regulation of the NYSE American applicable to any Contango Group Entity or by which any Contango Group Entity or any of their respective properties or assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity in connection with the execution, delivery and performance of this Agreement by the Contango Parties or the consummation by the Contango Parties of the Merger or the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPA, (iii) any filings and approvals required under the rules and regulations of the NYSE American and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, the failure of which to be obtained or made, are not and would not reasonably be expected to have, individually or in the aggregate, a Contango Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Contango Parties Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets properties or rights of any Contango Group Entity Parent and Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of of: (i) the Governing Documents certificate of any Contango Group Entity, incorporation or bylaws of Parent or Merger Sub; (ii) any Contract to which any Contango Group Entity is a party or by which any Contango Group Entity or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b)paragraph (b) below, any Law applicable to Parent or Merger Sub or by which Parent or Merger Sub or any of their respective properties may be bound, or any rule or regulation of the NYSE American applicable New York Stock Exchange; or (iii) any material Contract to any Contango Group Entity which Parent or Merger Sub is a party or by which any Contango Group Entity Parent or Merger Sub or any of their respective properties or assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by Mexican Antitrust Laws, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, Act or the Exchange Act and any other applicable U.S. or Canadian federal, state or federal provincial securities, takeover and or “blue sky” lawslaws or the rules of the New York Stock Exchange, (iiiii) the filing of the Certificate a certificate of Merger merger with the Delaware Secretary of State of the State of Delaware as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under a filing of a notice of investment with the rules and regulations Director of Investments in accordance with the NYSE American Investment Canada Act (Canada), and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, and notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Parent Material Adverse Effect. No filing or other action is required of Parent or Merger Sub under the HSR Act or the Canadian Antitrust Laws in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Contango Group Entity Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents articles of any Contango Group Entityincorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which any Contango Group Entity Parent or Merger Sub is a party or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b4.3(b), any Law or any rule or regulation of the NYSE American applicable to any Contango Group Entity Parent or Merger Sub or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties of the Merger or and the other transactions contemplated hereby (including the Bank Merger) or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” lawsLaws, (ii) the filing of the Certificate Articles of Merger with the Delaware Secretary of State Maryland SDAT as required by the DLLCA and the DRULPAMGCL, (iii) any filings the filing of applications and approvals required under notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from the rules Federal Reserve, the FDIC, the OCC and regulations of the NYSE American Texas DOB and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Material Adverse EffectEffect on Parent.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Merger Sub does not, and, assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the consummation of the Merger Offer and the other transactions contemplated hereby Merger and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Contango Group Entity Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents certificate of any Contango Group Entityincorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which any Contango Group Entity Parent or Merger Sub is a party or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b5.3(b), any material Law or any rule or regulation of the NYSE American applicable to any Contango Group Entity Parent or Merger Sub or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “"blue sky” " laws, (ii) the filing of the Florida Certificate of Merger with the Delaware Florida Secretary of State as required by the DLLCA and the DRULPAFlorida Act, (iii) any filings and approvals required under the rules and regulations of the NYSE American NYSE, (iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Merger Sub does not, and, assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the consummation of the Merger Offer and the other transactions contemplated hereby Merger and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Contango Group Entity Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents certificate of any Contango Group Entityincorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which any Contango Group Entity Parent or Merger Sub is a party or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b5.3(b), any material Law or any rule or regulation of the NYSE American applicable to any Contango Group Entity Parent or Merger Sub or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Florida Certificate of Merger with the Delaware Florida Secretary of State as required by the DLLCA and the DRULPAFlorida Act, (iii) any filings and approvals required under the rules and regulations of the NYSE American NYSE, (iv) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Simplicity does not and the Contango Parties does notexecution, delivery and performance of the Bank Merger Agreement by Simplicity Bank, the consummation of the Company Merger, the Bank Merger and the other transactions contemplated hereby Transactions, and compliance by the Contango Parties Simplicity and its Subsidiaries with the provisions hereof and the provisions of the Bank Merger Agreement will not, conflict with, with or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Simplicity or any Contango Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Simplicity Articles, the Simplicity Bylaws, the Simplicity Bank Articles, the Simplicity Bank Bylaws or the articles of incorporation or bylaws (or similar organizational documents) of any Contango Group Entityother Subsidiary of Simplicity, (ii) any Contract bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which Simplicity or any Contango Group Entity of its Subsidiaries is a party or by which Simplicity or any Contango Group Entity of its Subsidiaries or any of their respective properties or assets is or may be bound and that is materialbound, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), any Law federal, state, local or foreign law (including common AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement or any rule published interpretation thereof by any applicable Governmental Entities or regulation of the NYSE American Bank Regulatory Authority (“Law”) applicable to Simplicity or any Contango Group Entity of its Subsidiaries or by which Simplicity or any Contango Group Entity of its Subsidiaries or any of their respective properties or assets is or may be bound, except as, in the case of clause (ii) or (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Simplicity. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission, body or any court or other governmental entity or instrumentality (each, a “Governmental Entity Entity”) is required by or with respect to Simplicity or any Contango Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Contango Parties Simplicity or the consummation by the Contango Parties Simplicity and Simplicity Bank of the Merger or the other transactions contemplated hereby Transactions or compliance with the provisions hereofactions contemplated by or in connection with this Agreement, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Certificate Articles of Merger for the Company Merger with the Delaware Washington Secretary of State as required by the DLLCA and the DRULPAMaryland State Department of Assessments and Taxation, (iii) any filing the Articles of Merger for the Bank Merger with the WDFI and Washington Secretary of State , (iv) the determination by CDBO that the Company Merger, the Bank Merger and the other Transactions are fair, just and equitable, and the granting by CDBO of a Notice of Registration and Approval thereof pursuant to Section 25142 of the California Corporations Code (the “Registration Notice”); (v) filings and notices with and approvals required under the rules and regulations non-objections of the NYSE American Bank Regulatory Authorities, and (ivvi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or noticesnotices set forth in Section 4.5(b) of the Simplicity Disclosure Schedule. (c) The Simplicity Bank Board and Simplicity as the sole shareholder of Simplicity Bank have approved an amendment to the Simplicity Bank Articles that deletes Section 9.A of such charter document. The amendment has been filed with the OCC. Unless the amendment is rejected by the OCC, the failure amendment will be deemed approved by the OCC as of which to be obtained or made, are not the time of its adoption by the Simplicity Bank board of directors and would not reasonably be expected to have, individually or in Simplicity as the aggregate, a Contango Material Adverse Effectsole shareholder.

No Conflict; Consents and Approvals. (a) The Except as set forth in Section 5.5(a) of the Pubco Disclosure Letter, the execution, delivery and performance of this Agreement by the Contango Parties Pubco does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Contango Parties Pubco with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien Encumbrances in or upon any of the properties, assets or rights of any Contango Group Entity the Pubco Companies under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Articles of Incorporation or Bylaws of Pubco (the “Pubco Governing Documents of any Contango Group EntityDocuments”), (ii) any Material Contract to which any Contango Group Entity a Pubco Company is a party or by which any Contango Group Entity a Pubco Company or any of their respective properties or assets may be bound and that is materialbound, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b5.5(b), any material Law or any rule or regulation of the NYSE American OTC Bulletin Board applicable to any Contango Group Entity a Pubco Company or by which any Contango Group Entity a Pubco Company or any of their respective properties or assets may be bound. (b) No Except as set forth in Section 5.5(b) of the Pubco Disclosure Letter, no consent, approval, order Order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity a Pubco Company in connection with the execution, delivery and performance of this Agreement by the Contango Parties Pubco or the consummation by the Contango Parties Pubco of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof. (c) The Pubco Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in NRS 78.411 to 78.444, except for (i) such filings inclusive, are, and reports as may be required pursuant will be, inapplicable to the applicable requirements execution, delivery and performance of this Agreement and to the consummation of the Securities Acttransactions contemplated by this Agreement. No other state takeover statute or similar Law applies or purports to apply to the Merger, the Exchange Act and this Agreement or any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State as required other transactions contemplated by the DLLCA and the DRULPA, (iii) any filings and approvals required under the rules and regulations of the NYSE American and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, the failure of which to be obtained or made, are not and would not reasonably be expected to have, individually or in the aggregate, a Contango Material Adverse Effectthis Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Contango Group Entity Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents articles of any Contango Group Entityincorporation or bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which any Contango Group Entity Parent or Merger Sub is a party or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b4.3(b), any Law or any rule or regulation of the NYSE American applicable to any Contango Group Entity Parent or Merger Sub or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iii) any filings the receipt of such approvals and approvals consents as are required under applicable banking Laws, including from the rules OCC and regulations of the NYSE American Federal Reserve and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Material Adverse EffectEffect on Parent.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Merger Sub does not, and, assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the consummation of the Merger Offer and the other transactions contemplated hereby Mergers and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Contango Group Entity Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents certificate of any Contango Group Entityincorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which any Contango Group Entity Parent or Merger Sub is a party or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b5.3(b), any material Law or any rule or regulation of the NYSE American applicable to any Contango Group Entity Parent or Merger Sub or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign antitrust filings, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “"blue sky” " laws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under the rules and regulations of the NYSE American NYSE, (v) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, and (ivvi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent, any Contango Group Entity of its Subsidiaries or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Parent Charter, the Parent Bylaws, the Merger Sub Charter or the Merger Sub Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Contango Group EntitySubsidiary of Parent, (ii) any material Contract to which Parent, any Contango Group Entity of its Subsidiaries or Merger Sub is a party or by which Parent, any Contango Group Entity of its Subsidiaries or Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b4.4(b), any Law or any rule or regulation of the NYSE American applicable to Parent, any Contango Group Entity of its Subsidiaries or Merger Sub or by which Parent, any Contango Group Entity of its Subsidiaries, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent, any Contango Group Entity of its Subsidiaries or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign filings under applicable Antitrust Laws or applicable Foreign Investment Laws, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state state, federal or federal foreign securities, takeover and “blue sky” laws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under the rules and regulations of the NYSE American NYSE, (v) the filings with and approval from the FCC and (ivvi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Material Adverse EffectEffect on Parent.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Xxxxxx Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Parent, any Contango Group Entity of its Subsidiaries or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Parent Charter, the Parent Bylaws, the Merger Sub Charter or the Merger Sub Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Contango Group EntitySubsidiary of Parent, (ii) any material Contract to which Parent, any Contango Group Entity of its Subsidiaries or Merger Sub is a party or by which Parent, any Contango Group Entity of its Subsidiaries or Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b4.4(b), any Law or any rule or regulation of the NYSE American applicable to Parent, any Contango Group Entity of its Subsidiaries or Merger Sub or by which Parent, any Contango Group Entity of its Subsidiaries, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent, any Contango Group Entity of its Subsidiaries or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any equivalent foreign filings under applicable Antitrust Laws or applicable Foreign Investment Laws, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state state, federal or federal foreign securities, takeover and “blue sky” laws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under the rules and regulations of the NYSE American NYSE, (v) the filings with and approval from the FCC and (ivvi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Material Adverse EffectEffect on Parent.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement the Parent Transaction Documents by the Contango Parties each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby thereby and compliance by the Contango Parties Parent and Merger Sub with the provisions hereof thereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties, assets or rights of Parent or any Contango Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents of any Contango Group EntityParent Charter or Parent LLC Agreement, (ii) the Merger Sub Charter or Merger Sub Bylaws, (iii) any Contract to which any Contango Group Entity Parent or its Subsidiaries is a party or by which any Contango Group Entity Parent or its Subsidiaries or any of their respective properties or assets may be bound and that is materialbound, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5(b5.04(b), any Law or any rule or regulation of the NYSE American applicable to any Contango Group Entity Parent or its Subsidiaries or by which any Contango Group Entity Parent or its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of clauses (iii) and (iv), as individually or in the aggregate, would not have a Parent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, Consent of any Governmental Entity is required to be obtained or made by Parent or with respect to any Contango Group Entity Merger Sub in connection with the execution, delivery and performance by the Parent and Merger Sub of this Agreement by the Contango Parties or the consummation by the Contango Parties Parent and Merger Sub of the Offer, the Merger or the and other transactions contemplated hereby or compliance with the provisions hereofthereby, except for for: (i) such filings and reports as may be required pursuant to the applicable requirements filing of the Securities Act, Statement of Merger with the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” laws, Colorado Secretary of State; (ii) the filing of the Certificate of Merger with the Delaware Secretary SEC in accordance with the Exchange Act of State (A) the Schedule TO and (B) such other filings under the Exchange Act as may be required by in connection with this Agreement, the DLLCA Offer, the Merger and the DRULPA, other transactions contemplated by this Agreement; (iii) any filings and approvals such Consents as may be required under applicable state securities or “blue sky” Laws or the rules and regulations of the NYSE American NASDAQ; and (iv) such other consentsConsents with or to any state, approvals, orders, authorizations, registrations, declarations, filings local or notices, the failure of foreign Governmental Entity which to be if not obtained or made, are not and made would not reasonably be expected to have, individually or in the aggregate, a Contango Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The Assuming the truth and accuracy of the representations and warranties of the Company contained in Section 4.5(a), the execution, delivery and performance of this Agreement by the Contango Parties each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby (including the Financing) and compliance by the Contango Parties each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Contango Group Entity Parent or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents certificate of any Contango Group Entityincorporation or bylaws of Parent or Merger Sub, (ii) any Contract to which any Contango Group Entity Parent or Merger Sub is a party or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Contango Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b5.3(b), any Law or any rule or regulation of the NYSE American a national securities exchange or national securities quotation system applicable to any Contango Group Entity Parent or Merger Sub or by which any Contango Group Entity Parent, Merger Sub or any of their respective properties or assets may be bound, except as, in the case of clause (ii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Assuming the truth and accuracy of the representations and warranties of the Company contained in Section 4.5(b), no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to any Contango Group Entity Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by the Contango Parties Parent and Merger Sub or the consummation by the Contango Parties Parent and Merger Sub of the Offer, the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the HSR Act and any foreign antitrust filings, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover the rules and “blue sky” lawsregulations promulgated thereunder, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under the rules and regulations of the NYSE American NASDAQ and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Contango Parent Material Adverse Effect.