Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.

Corporate Power and Authorization; Consents. The execution, delivery and performance by the Company of this Note have been duly authorized by all necessary action of the Company and do not and will not # contravene the terms of the Company’s Organic Documents; # result in a breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any lease, instrument, contract or other agreement to which the Company is a party or by which its properties may be bound or affected; # necessitate the consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any third party; or # violate any provision of any law, rule, regulation, order, judgment, decree or the like binding on or affecting the Company, except in the case of each of [clauses (ii), (iii) and (iv)])])], such as would not result in a Material Adverse Effect.

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Consents. The consent of the Company shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and provided, further, that the consent of the Company shall not be required if a Default has occurred and is continuing. The consent of the Administrative Agent shall be required prior to an assignment becoming effective; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. The consent of each Issuing Bank shall be required prior to an assignment being effective; provided, that no consent of an Issuing Bank shall be required for an assignment of all or any portion of a Term Loan. Any consent required under this [Section 13.3(B)] shall not be unreasonably withheld or delayed.

Consents. ​ shall have received any and all Necessary Consents necessary to permit the effectuation of the Transactions; and ​ shall have received such Necessary Consents and waivers of such third parties as might assert claims with respect to the Collateral, as ​ and its counsel shall deem necessary;

Consents. No notice to, filing with, authorization of, exemption by or consent (except the approval of the Bankruptcy Court) of any Person is required in order for Purchaser to consummate the transactions contemplated hereby.

Consents. Except with respect to Regulatory Approvals (which are addressed in [Section 6.1]), Sellers shall use commercially reasonable efforts # to obtain, or, if applicable, cause the other Target Entities to obtain, all necessary consents and approvals, as reasonably requested by Purchaser, to consummate the purchase and sale of the Acquired Assets (including the Assumed Contracts and Permits held by the Target Entities) and the assignment of the Assumed Liabilities, together with any other necessary consents and approvals to consummate the transactions contemplated hereby, including obtaining entry of the Bidding Procedures Order and Sale Order and # to make, as reasonably requested by Purchaser, all filings, applications,

Required Consents. No consent shall be required for any assignment except to the extent required by [clause (a)](i)(B) of this [Section 10.09] and, in addition:

Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition, # the consent of the ​ (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment or # such assignment is to a ​ or an Affiliate of a ​; provided that the ​ shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received electronically, by hand or by overnight courier, at the notice address specified by the ​ in [Section 8.02], a written request for such consent and # the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a ​ or an Affiliate of such ​.

Required Consents. No consent of any ​ or any other Person will be required to effectuate any Extension, other than the consent of the Administrative ​ (such consent not to be unreasonably withheld, delayed or conditioned), the ​ and the applicable Extending ​. The transactions contemplated by this [Section 2.18] (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Offer) will not require the consent of any other ​ or any other Person, and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this [Section 2.18] will not apply to any of the transactions effected pursuant to this [Section 2.18].

Government Consents. Other than such as may have previously been obtained, filed, or given, as applicable, no consent, license, permit, approval, or authorization of, exemption by, notice to, report to or registration, filing, or declaration with, any Governmental Authority is required in connection with the execution, delivery, and performance by the Loan Parties of the Loan Documents to which they are a party, in each case, except as could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

Other than such consents as have been obtained and filings under applicable federal and state securities laws, no consent, approval or authorization of, or declaration or filing with, any governmental authority on the part of the Company is required for the valid execution, delivery or performance of this Agreement or the valid offer, issuance, sale and delivery of the Shares.

No Consents. Neither ​ nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which ​ or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date of this Agreement, and neither ​ nor any of its Subsidiaries is aware of any facts or circumstances which might prevent ​ or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Exchange Documents. Except as disclosed in ​’s filings with the Commission (the “SEC Documents”), ​ is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. ​ has obtained or submitted all necessary consents and approvals from the Principal Market, including, if required, a LAS application covering the listing of the Conversion Shares with the Principal Market. In the event that the LAS has not been approved prior to the Closing, the Conversion Shares shall be subject to all limitations imposed by NASDAQ Listing Rule 5635 # until such time as shareholder approval of the issuance of Conversion Shares has been obtained.

Required Consents. Delivery of certified copies of all consents, approvals, authorizations, registrations, or filings required to be made or obtained by all Credit Parties in connection with this Agreement and the proceeds of any initial Borrowings hereunder, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority regarding this or any transaction being financed with the proceeds hereof shall be ongoing.

Noteholder Consents. The Lender shall use its reasonable best efforts to obtain the Noteholder Consent; provided, however, that such reasonable best efforts shall not require the Lender to recommend the Exchange to the Noteholders or to amend the terms of, or modify, any Transaction Document.

This [Section 14.8] shall apply whenever the consent of a Member’s spouse is required for an election, waiver or designation made by such Member under the Plan. Any spousal consent shall be in writing and shall be witnessed by a Plan representative (if permitted by the Company) or by a notary public. The spousal consent shall acknowledge the effect of the Member’s action and shall, if applicable, specify the non-spouse Beneficiary being designated (including any class of Beneficiaries or contingent Beneficiaries). The spousal consent shall be irrevocable. Any other provision of the Plan notwithstanding, no spousal consent shall be required if # it is established in accordance with the Company’s administrative procedures that there is no spouse or that the spouse cannot be located or # the Member is legally separated or has been abandoned (within the meaning of local law) and has an appropriate court order, unless a qualified domestic relations order provides otherwise. If the spouse is legally incompetent to give consent, the spouse’s legal guardian (including the Member) may give consent.

Governmental Consents. Subject to necessary Bankruptcy Court approval and/or regulatory approvals associated with the transactions contemplated by this Agreement, including any Bankruptcy Court approval and/or regulatory approval for any Alternative E-Side Plan Document, the execution, delivery and performance by it of this Agreement does not, and shall not, require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state, or other governmental authority or regulatory body.