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 IES and MHI, nor the consummation by 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) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, (iv) 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, 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 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 which are not reasonably expected to 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; or (c) assuming compliance with the matters referred to in Section 4.4(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to IES or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected to 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 IES and MHIParent or Merger Subsidiary, nor the consummation by IES and MHI 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 or certificates of merger in accordance with Delaware Law the DGCL and Georgia Lawarticles 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 (ivvi) 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, an IES a Parent 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) 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 IES 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 which will be obtained prior to the Effective Time or (other than in clause (b)(ii)) that are not reasonably expected to have, individually or in the aggregate, an IES 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)clause (a) above and assuming Parent Stockholders' Approval is obtained, violate any order, writ, injunction, decree, statute, rule, or regulation applicable to IES Parent or any of its subsidiaries subsidiaries, or any of their assets, except for violations which are not reasonably expected to have, individually or in the aggregate, an IES 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 IES and MHIParent, nor the consummation by IES and MHI 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 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 (ivv) 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, an IES a Parent 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 IES 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, an IES 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 IES Parent or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected to 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.to

Consents and Approval; No Violation. Neither the execution and delivery of this Agreement by IES Pentacon and MHIAcquisition Sub, nor the consummation by IES Pentacon and MHI 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 or certificates of merger in accordance with Delaware Law and Georgia 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) 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 (iv) 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, an IES a Pentacon 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; (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 IES 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 which are do not reasonably expected to have, individually or in the aggregate, an IES a 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(a5.4(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to IES Pentacon or any of its subsidiaries Subsidiaries or any of their assets, except for violations which are do not reasonably expected to have, individually or in the aggregate, an IES 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 IES and MHIAcquisition, nor the consummation by IES and MHI 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 Law and Georgia LawGeorxxx 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) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, (iv) 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, 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 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 which are not reasonably expected to 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; or (c) assuming compliance with the matters referred to in Section 4.4(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to IES or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected to 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 IES and MHIAcquisition, nor the consummation by IES and MHI 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 Law and Georgia 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) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, (iv) 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, an IES Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement, 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 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 which are not reasonably expected to 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; or (c) assuming compliance with the matters referred to in Section 4.4(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to IES or any of its subsidiaries or any of their assets, except for violations which are not reasonably expected to 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.