Common use of Consents and Approval; No Violation Clause in Contracts

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate of merger in accordance with Delaware Law, (ii) compliance with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, or (v) where the failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any agreement or other instrument binding upon Parent or any of its subsidiaries, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which are not reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 4.4(a) and assuming Parent Stockholders' Approval is obtained, violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected to

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by ParentIES and MHI, nor the consummation by Parent IES and MHI of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate or certificates of merger in accordance with Delaware Law and Georgia Law, (ii) compliance with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, or (viv) where the failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement, or (v) approvals required pursuant to the HSR Act; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any agreement or other instrument binding upon Parent IES or any of its subsidiaries, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which are not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 4.4(a) and assuming Parent Stockholders' Approval is obtained), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent IES or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected toto have, individually or in the aggregate, an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement.

Consents and Approval; No Violation. Neither Except as set forth in Schedule 4.4 of the Parent Disclosure Letter and except for the Parent Stockholders' Approval, neither the execution and delivery of this Agreement by ParentParent or Merger Subsidiary, nor the consummation by Parent or Merger Subsidiary of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate of merger in accordance with Delaware Lawthe DGCL and articles of merger in accordance with the TBCA, (ii) compliance with any applicable requirements of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) in connection with the filing of premerger notification information with the Canadian Competition Bureau and the expiration of the applicable waiting period(s) under Part IX of the Competition Act (Canada) and the filing with Industry Canada under the Investment Canada Act, (v) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, or (vvi) where the failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; (b) conflict with or result in a any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, or acceleration) under acceleration of, or "put" right with respect to, any obligation to or loss of a material benefit under, or result in the creation of any Lien, upon any of the terms, conditions, properties or provisions assets of any agreement or other instrument binding upon Parent or any of its subsidiariessubsidiaries under any provision of (i) any of the Parent Organizational Documents, (ii) any material loan, credit agreement, bond, or indenture applicable to Parent or any of its subsidiaries or any of their respective properties or assets, (iii) any other note, mortgage, lease, agreement, instrument, permit, concession, franchise, or license, in each case that is material to Parent and its subsidiaries taken as a whole and that is applicable to Parent or any of its subsidiaries or any of their respective properties or assets, or (iv) subject to the governmental filings and other matters referenced by clause (a) above, any law or arbitration award applicable to Parent or any of its subsidiaries or any of their respective properties or assets, except as identified in Schedule 4.4 of the Parent Disclosure Letter and except for such violations or defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which (other than in clause (b)(ii)) that are not reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 4.4(aclause (a) above and assuming Parent Stockholders' Approval is obtained, violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent or any of its subsidiaries subsidiaries, or any of their assets, except for violations which are not reasonably expected toto have, individually or in the aggregate, a Parent Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement.

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by ParentIES and Acquisition, nor the consummation by Parent IES and Acquisition of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate or certificates of merger in accordance with Delaware LawLaw and Georxxx Xxx, (iixx) compliance xxxpliance with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, or (viv) where the failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement, or (v) approvals required pursuant to the HSR Act; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any agreement or other instrument binding upon Parent IES or any of its subsidiaries, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which are not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 4.4(a) and assuming Parent Stockholders' Approval is obtained), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent IES or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected toto have, individually or in the aggregate, an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement.

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by ParentPentacon, nor the consummation by Parent Pentacon of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate of merger certificates in accordance with Delaware Lawapplicable law, (ii) compliance with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, including, without limitation, filings required under the Hart-Scott-Rodino Act, or (viv) where the failure to obtain such consentconsenx, approvalxxxxxxxx, authorizationxxxxorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the aggregate, a Parent Pentacon Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any agreement or other instrument binding upon Parent Pentacon or any of its subsidiariesSubsidiaries, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which are not reasonably expected to have, individually or in the aggregate, a Parent Pentacon Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 4.4(a) and assuming Parent Stockholders' Approval is obtained), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent Pentacon or any of its subsidiaries Subsidiaries or any of their assets, except for violations which are not reasonably expected toto have, individually or in the aggregate, a Pentacon Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement.

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by ParentPentacon and Acquisition Sub, nor the consummation by Parent Pentacon and Acquisition Sub of the transactions contemplated by this Agreement, will: (a) contravene or conflict with the certificates of incorporation or by-laws of Pentacon or the Acquisition Sub; (b) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate certificates of merger in accordance with Delaware Lawapplicable law, (ii) compliance with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, Agreement or (viv) where the failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is does not reasonably expected to have, individually or in the aggregate, a Parent Pentacon Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; (bc) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any agreement or other instrument binding upon Parent Pentacon or any of its subsidiariesSubsidiaries, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which are do not reasonably expected to have, individually or in the aggregate, a Parent Pentacon Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (cd) assuming compliance with the matters referred to in Section 4.4(a) and assuming Parent Stockholders' Approval is obtained5.4(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent Pentacon or any of its subsidiaries Subsidiaries or any of their assets, except for violations which are do not reasonably expected tohave, individually or in the aggregate, a Pentacon Material Adverse Effect or prevent or delay, the consummation of the transactions contemplated by this Agreement.

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by ParentIES and Acquisition, nor the consummation by Parent IES and Acquisition of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate articles of merger in accordance with Delaware South Carolina Law, (ii) compliance with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, or (viv) where the failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this AgreementAgreement or (v) approvals required pursuant to the HSR Act; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any agreement or other instrument binding upon Parent IES or any of its subsidiaries, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which are not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 4.4(a) and assuming Parent Stockholders' Approval is obtained), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent IES or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected toto have, individually or in the aggregate, an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. Neither IES nor Acquisition is in violation of their Articles of Incorporation or Bylaws, and the consummation of the transactions contemplated by this Agreement will not result in violation of the Articles of Incorporation or Bylaws of either of them.

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by ParentIES and Acquisition, nor the consummation by Parent IES and Acquisition of the transactions contemplated by this Agreement, will: (a) require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing of a certificate of merger in accordance with Delaware Law and Articles of Merger in accordance with Texas Law, (ii) compliance with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and foreign or state securities or Blue Sky laws, (iii) in connection with the HSR Act, (iv) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, or (viv) where the failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this AgreementAgreement or (v) approvals required pursuant to the HSR Act; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any agreement or other instrument binding upon Parent IES or any of its subsidiaries, except for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which are not reasonably expected to have, individually or in the aggregate, a Parent an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 4.4(a) and assuming Parent Stockholders' Approval is obtained), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Parent IES or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected toto have, individually or in the aggregate, an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement.