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

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Parent Corporation and the Acquisition Corporation do not, and the performance by the Parent Corporation and the Acquisition Corporation of their respective obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien upon any of the assets or properties of the Parent Corporation or any of the Parent Corporation Subsidiaries under any of the terms, conditions or provisions of (i) the articles or certificates of incorporation or bylaws (or other comparable charter documents) of the Parent Corporation, any Parent Corporation Subsidiary, or the Acquisition Corporation, or (ii) subject to obtaining the necessary approval by the stockholders of the Parent Corporation and the taking of the actions described in paragraph (b) of this Section, (x) any Law or any judgment, decree, order, writ, permit or license of any Governmental Entity or (y) any contract, agreement or commitment to which the Parent Corporation, any Parent Corporation Subsidiary or the Acquisition Corporation is a party or by which the Parent Corporation, any Parent Corporation Subsidiary or the Acquisition Corporation or any of their respective assets or properties is bound, including the Steag Agreement or any other agreements relating to the Steag Combination but excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of liens which would not have a Parent Corporation Material Adverse Effect or result in the inability of the Parent Corporation or the Acquisition Corporation to consummate the transactions contemplated by this Agreement. (b) No consent, approval, order or notice to or authorization of, or registration, declaration or filing with any Governmental Entity is required by the Parent Corporation or any of the Parent Corporation Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by each of the Parent Corporation and the Acquisition Corporation of the transactions contemplated hereby, the failure to obtain which would have a Parent Corporation Material Adverse Effect or the consummation of the transactions contemplated hereby, except for: (i) the filing of a pre-merger notification report under the HSR Act and the expiration or termination of the applicable waiting period thereunder; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of the State of Delaware in accordance with the requirements of the Delaware Act and the filing of the appropriate documents with the relevant authorities of other states in which each of the Parent Corporation and the Acquisition Corporation are qualified to transact business; (iii) the filing of the Joint Proxy Statement with the SEC pursuant to the Securities Act and Securities Exchange Act and the declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities; (iv) the approval of the shares of Parent Common Stock for listing on NASDAQ upon official notice of issuance; (v) the approval by the stockholders of the Parent Corporation of the issuance of shares of Parent Common Stock pursuant to this Agreement; and (vi) the consents and approvals specified on Schedule 5.2 hereto, all of which have been obtained or made.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the each of Parent Corporation and each MergerSub and the Acquisition Corporation do notAncillary Documents to which each is a party, the consummation by Parent and each MergerSub of the Transactions, and the performance by the Parent Corporation and the Acquisition Corporation MergerSubs of their respective obligations hereunder and the consummation thereunder, except as set forth in Section 4.6 of the transactions contemplated hereby will notParent Disclosure Schedule and except for such Consents required for the “assignment” (or deemed assignment) by Parent of each Parent CDO Management Agreement under applicable Law, including the Investment Advisers Act, and the Parent CDO Management Agreements: (i) do not violate any provision of the Parent CDO Issuer Operative Documents or the Constituent Documents of Parent or any of its Subsidiaries; and (ii)(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 properties or assets of Parent or its Subsidiaries, (B) 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 (whether or not in combination with any other event or circumstance), or conflict with, result breach or constitute a default under (in a violation or breach of, constitute (each case with or without notice or lapse notice, the passage of time or both), any Parent CDO Management Agreement or Parent CDO Issuer Operative Document in each case, except as would not have a Parent Material Adverse Effect, (C) a default do not require the Consent of any Person under, violate, result in the termination or give to any person acceleration of or of any right of payment under, give rise to or reimbursement, termination, cancellation, modification modify any right or acceleration ofobligation 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 other than a Parent CDO Management Agreement or Parent CDO Issuer Operative Document to which, Parent or any of Parent’s Subsidiaries is a party or by which any of their respective properties or assets is bound, in each case, except as would not have a Parent Material Adverse Effect, (D) do not result in the creation or imposition of any lien upon material Lien on any part of the properties or assets or properties of the Parent Corporation or any of the Parent Corporation Subsidiaries under any of the terms, conditions or provisions of (i) the articles or certificates of incorporation or bylaws (or other comparable charter documents) of the Parent Corporation, any Parent Corporation Subsidiary, or the Acquisition Corporation, or (ii) subject to obtaining the necessary approval by the stockholders of the Parent Corporation and the taking of the actions described in paragraph (b) of this SectionParent’s Subsidiaries, (xE) do not violate any Law or any judgment, decree, order, writ, permit or license of any Governmental Entity or (y) any contract, agreement or commitment to which the Order binding on Parent Corporation, any Parent Corporation Subsidiary or the Acquisition Corporation is a party or by which the Parent Corporation, any Parent Corporation Subsidiary or the Acquisition Corporation or any of their respective assets or properties is bound, including the Steag Agreement its Subsidiaries or any other agreements part of its or their properties or assets, and (F) except for the Stockholder Approval and the filing with the SEC of a Proxy Statement in definitive form relating to the Steag Combination but excluding from Stockholders Meeting (the foregoing clauses (x“Proxy Statement”) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of liens which would not have a Parent Corporation Material Adverse Effect or result in any other document to be filed with the inability of the Parent Corporation or the Acquisition Corporation to consummate the transactions contemplated by this Agreement. (b) No consent, approval, order or notice to or authorization of, or registration, declaration or filing with any Governmental Entity is required by the Parent Corporation or any of the Parent Corporation Subsidiaries SEC in connection with the execution and delivery of this Agreement and the Ancillary Documents (the “Other Filings”), do not otherwise require any material Governmental Approvals or the consummation by any material Third Party Consents, in each of case, other than the Parent Corporation and the Acquisition Corporation of the transactions contemplated hereby, the failure to obtain which would have a Parent Corporation Material Adverse Effect or the consummation of the transactions contemplated hereby, except for: (i) the filing of a pre-merger notification report under the HSR Act and the expiration or termination of the applicable waiting period thereunder; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of the State of Delaware in accordance with the requirements of the Delaware Act and the filing of the appropriate documents with the relevant authorities of other states in which each of the Parent Corporation and the Acquisition Corporation are qualified to transact business; (iii) the filing of the Joint Proxy Statement with the SEC pursuant to the Securities Act and Securities Exchange Act and the declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities; (iv) the approval of the shares of Parent Common Stock for listing on NASDAQ upon official notice of issuance; (v) the approval by the stockholders of the Parent Corporation of the issuance of shares of Parent Common Stock pursuant to this Agreement; and (vi) the consents and approvals specified on Schedule 5.2 hereto, all of which have been obtained or madeConsents.