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.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement and the Company Stockholder’s Related Agreements by the Parent Corporation and the Acquisition Corporation Company Stockholder 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 by hereby and thereby, and compliance with the provisions of this Agreement and the Company Stockholder’s Related Agreements will not, conflict with, or result in a any violation or breach of, constitute or default (with or without notice or lapse of time time, or both) a default under, result in or give rise to any person any a right of payment or reimbursement, termination, cancellation, first offer, first refusal, modification or acceleration ofof any material right or obligation or to the loss of a material benefit under, or result in the creation or imposition of any lien Lien upon any of the properties or assets or properties of the Parent Corporation Company Stockholder under, or result in any loss, suspension, limitation or impairment of any right of the Parent Corporation Subsidiaries under Company Stockholder to own or use any assets for the conduct of their its businesses under, any provision of (a) the Governing Documents of the terms, conditions Company Stockholder or provisions of (b) (i) the articles or certificates of incorporation or bylaws (or other comparable charter documents) any material Contract of the Parent Corporation, any Parent Corporation Subsidiary, or the Acquisition Corporation, Company Stockholder or (ii) subject to obtaining the necessary approval by filings and other matters referred to in the stockholders of the Parent Corporation and the taking of the actions described in paragraph (b) of this Sectionimmediately following sentence, (x) any Law or any judgmentGovernmental Order, decree, order, writ, permit or license of any Governmental Entity or (y) any contract, agreement or commitment in each case applicable 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 Company Stockholder or any of their respective assets the Company Stockholder’s properties or properties is boundassets, including other than, in the Steag Agreement or any other agreements relating to the Steag Combination but excluding from case of the foregoing clauses clause (x) and (y) b), any such conflicts, violations, breaches, defaults, terminationsrights, modificationslosses, accelerations Liens, suspensions, limitations or impairments that have not and creations and impositions of liens which would not have a Parent Corporation Material Adverse Effect reasonably be expected to, individually or result in the inability of aggregate, prevent, materially impair or materially delay the Parent Corporation or the Acquisition Corporation Company Stockholder’s ability to consummate the transactions contemplated by this Agreement and its Related Agreements. No consent, approval, order, permit, license, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to the Company Stockholder in connection with the execution and delivery by the Company Stockholder of this Agreement and its Related Agreements or the consummation by the Company Stockholder of the transactions contemplated by hereby and thereby, except for (A) the filing with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, (B) the filing of the 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 Share Issuances or as may be required by Nasdaq, (D) compliance with and filings under the HSR Act or any other Antitrust Law, (E) submission of the ITAR Notice to the Directorate of Defense Trade Controls of the U.S. State Department and (F) such other consents, approvals, orders, permits, licenses, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made have not and would not reasonably be expected to, individually or in the aggregate, prevent, materially impair or materially delay the Company Stockholder’s ability to consummate the transactions contemplated by this Agreement and its Related Agreements.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement and the Company Equityholder’s Related Agreements by the Parent Corporation and the Acquisition Corporation Company Equityholder 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 by hereby and thereby, and compliance with the provisions of this Agreement and the Company Equityholder’s Related Agreements will not, conflict with, or result in a any violation or breach of, constitute or default (with or without notice or lapse of time time, or both) a default under, result in or give rise to any person any a right of payment or reimbursement, termination, cancellation, first offer, first refusal, modification or acceleration ofof any material right or obligation or to the loss of a material benefit under, or result in the creation or imposition of any lien Lien upon any of the properties or assets or properties of the Parent Corporation Company Equityholder under, or result in any loss, suspension, limitation or impairment of any right of the Parent Corporation Subsidiaries under Company Equityholder to own or use any assets for the conduct of their its businesses under, any provision of (a) the Governing Documents of the terms, conditions Company Equityholder or provisions of (b) (i) the articles or certificates of incorporation or bylaws (or other comparable charter documents) any material Contract of the Parent Corporation, any Parent Corporation Subsidiary, or the Acquisition Corporation, Company Equityholder or (ii) subject to obtaining the necessary approval by filings and other matters referred to in the stockholders of the Parent Corporation and the taking of the actions described in paragraph (b) of this Sectionimmediately following sentence, (x) any Law or any judgmentGovernmental Order, decree, order, writ, permit or license of any Governmental Entity or (y) any contract, agreement or commitment in each case applicable 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 Company Equityholder or any of their respective assets the Company Equityholder’s properties or properties is boundassets, including other than, in the Steag Agreement or any other agreements relating to the Steag Combination but excluding from case of the foregoing clauses clause (x) and (y) b), any such conflicts, violations, breaches, defaults, terminationsrights, modificationslosses, accelerations Liens, suspensions, limitations or impairments that have not and creations and impositions of liens which would not have a Parent Corporation Material Adverse Effect reasonably be expected to, individually or result in the inability of aggregate, prevent, materially impair or materially delay the Parent Corporation or the Acquisition Corporation Company Equityholder’s ability to consummate the transactions contemplated by this Agreement and its Related Agreements. No consent, approval, order, permit, license, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to the Company Equityholder in connection with the execution and delivery by the Company Equityholder of this Agreement and its Related Agreements or the consummation by the Company Equityholder of the transactions contemplated by hereby and thereby, except for (A) the filing with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, (B) the filing of the Certificate of Merger pursuant to the DLLCA, (C) any filings or notices as may be required under applicable state securities or “blue sky” Laws in connection with the Share Issuances or as may be required by Nasdaq, (D) compliance with and filings under the HSR Act or any other Antitrust Law, (E) submission of the ITAR Notice to the Directorate of Defense Trade Controls of the U.S. State Department and (F) such other consents, approvals, orders, permits, licenses, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made have not and would not reasonably be expected to, individually or in the aggregate, prevent, materially impair or materially delay the Company Equityholder’s ability to consummate the transactions contemplated by this Agreement and its Related Agreements.

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 any other document to be filed with the SEC in connection with this Agreement and the Ancillary Documents (y) conflictsthe “Other Filings”), violationsdo not otherwise require any material Governmental Approvals or any material Third Party Consents, breachesin each case, 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 other than the Parent Corporation or the Acquisition Corporation to consummate the transactions contemplated by this AgreementConsents.