ICC Approval Sample Clauses

ICC Approval. 3.1. This Agreement, including the prudence and reasonableness of the Final Cost Allocations set forth in section 2 and the indemnities set forth in section 5 below, is subject to and contingent upon approval by the ICC. 3.2. The Utilities agree to use their best efforts, and to act in good faith, promptly to seek and obtain ICC approval of this Agreement, including the Final Cost Allocations and indemnities set forth herein. 3.3. In the event that the ICC does not approve this Agreement, including the Final Cost Allocations and indemnities set forth herein, this Agreement and the MOU shall be void,but the ICA shall remain in full force and effect. 3.4. In the event that the ICC approves this Agreement, including the Final Cost Allocations and indemnities set forth herein, (a) this Agreement shall supersede the MOU, (b) this Agreement shall control in the event of any conflict between this Agreement and the MOUor any conflict between this Agreement and the ICA, and (c) the date of such approval shall be the Effective Date of this Agreement. 3.5. If, before the ICC approvals contemplated by this Agreement become final and non-appealable, the Illinois General Assembly approves a change in Illinois law such that either party reasonably anticipates that it may be prevented by such change from obtaining, in whole or in part, recovery from customers of Shared Costs, then either party so potentially affected by such legislative action shall have the right to terminate the MOU and this Agreement, by giving notice of such termination to the other party within thirty (30) days of such change. In the event of such termination, neither Utility shall have any continuing obligation under either the MOU or this Agreement.
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ICC Approval. The terms of this Settlement Agreement and attached Compliance Plan must be approved by the Commission before they are final.
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ICC Approval. If the ICC fails to approve the settlement of all Reconciliation Cases, this Agreement (and all obligations and agreements contained herein) shall be null and void with the exception of those described in Sections III(B), IV and V of this Agreement. The Parties agree that in the event the ICC does not approve the $100 million refund amount or conditions contained in Sections I(C) of this Agreement, the Illinois Attorney General, the City of Chicago and the Peoples Companies are in no way limited or prevented from pursuing the Litigation or the Reconciliation Cases or from participating, reinstating or asserting any legal rights, allegations, defenses, counterclaims, cross claims, appeals or any other right or assertion allowed by law, statute or regulation and that the Litigation and the Reconciliation Cases continue status quo ante.
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ICC Approval. This Agreement is contingent upon entry of an Order satisfactory to CONSUMERS in its sole discretion, which approves and authorizes issuance by the Illinois Commerce Commission of a Certificate of Public Convenience and Necessity to serve the area and other related matters, and granting such other accounting and rate relief as CONSUMERS believes in its sole discretion to be required or appropriate to authorize CONSUMERS to adequately operate the System, or provide for cost recovery, and such approvals and authority shall not be subject to any further modification or appeal. As time is of the essence in the performance of this agreement, this agreement is also contingent upon Order, approvals and relief being granted in a timely and expeditious manner by the ICC, including the approval without need of hearings to facilitate the granting of such Order. Specifically this agreement is contingent upon the granting of such Order, approval and relief to Consumers on or before September 19, 2003.
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ICC Approval. (a) Notwithstanding anything in Section A.1 to the contrary, the Company, the Investor Members and Lumpkin shall as soon as practicable after the date hereof, and in no xxxxx xater than January 23, 2004, file all applications and take all such other actions necessary to seek all requisite ICC approval of or consent to the changes in the provisions hereof relating to the management of the Company effective as of TXU Closing Date from those set forth in Section 6.2 hereof to those set forth in Section 6.3 hereof (such approval being referred to as "ICC Approval"); and thereafter the Company, the Investor Members and Lumpkin shall use their respective best efforts to obtain ICC Approval xx xx prior to the TXU Acquisition Closing Date or as soon thereafter as possible (the later of the date the ICC Approval shall be obtained and the TXU Acquisition Closing Date being referred to as the "ICC Approval Date"). The Company, the Investor Members and Lumpkin shall withdraw all such applications and have no further obligxxxxx xnder this Section A.2 upon the termination of the TXU Purchase Agreement prior to the consummation of the TXU Acquisition. (b) Notwithstanding anything in Section A.1 to the contrary, the Company, the Investor Members and Lumpkin shall as soon as practicable after the date hereof file all apxxxxxxxons and take all such other actions necessary to seek all requisite ICC approval of or consent to the following: (i) either (A) imposing a newly-formed Delaware limited liability company that is wholly owned by the Company and that has no other assets or liabilities to hold all of the Capital Securities of CCHI and HAT Corp. or (B) creating a newly-formed Delaware limited liability company that has no other assets or liabilities to hold 100% of the Membership Rights in the Company (with each of the Members contributing all of their Membership Rights in the Company to such newly formed limited liability company in exchange for Capital Securities of such limited liability company identical in all material respects as the Shares held by the Members at the time of such contribution, and causing such limited liability company to be governed by a limited liability company agreement identical in all material respects as this Agreement); and (ii) the guaranty by one or more of the CCI Companies of Indebtedness contemplated by the "Commitment Letter" (as defined in the definition of "Company Leverage Ratio" below) as contemplated by such Commitment Letter; and...
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ICC Approval. The Docket 15-0608 Stipulation and Settlement is subject to approval by the ICC, which, as provided herein, is a condition precedent to the terms of this Settlement Agreement. All parties to this Settlement Agreement shall take all necessary and commercially reasonable actions to obtain ICC approval of the Docket 15-0608 Stipulation and Settlement. Nothing in this Settlement Agreement is intended to limit in any way the ICC’s authority to review and determine whether to approve the Docket 15-0608 Stipulation and Settlement. If the ICC fails to approve the Docket 15-0608 Stipulation and Settlement as presented, this Settlement Agreement (and all obligations and agreements contained herein) shall be null and void. To the extent the Commission modifies the Docket 15-0608 Stipulation and Settlement Agreement, Respondents and the Attorney General may affirm this Settlement Agreement.
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ICC Approval. ‌ ICC represents and warrants to each of Wayland and Wayland International, acknowledging that Wayland and Wayland International are relying upon such representations and warranties in entering into this Agreement, that the ICC Board has received the ICC Fairness Opinion and, after consultation with its financial advisor and legal counsel, has unanimously determined that the Transactions are in the best interests of ICC and fair to ICC Shareholders (other than Wayland and its affiliates, if applicable).
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Related to ICC Approval

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • FERC Approval Notwithstanding any other provision of this Appendix 2, no termination hereunder shall become effective until the Interconnected Entities and/or Transmission Provider have complied with all Applicable Laws and Regulations applicable to such termination, including the filing with the FERC of a notice of termination of the Interconnection Service Agreement, and acceptance of such notice for filing by the FERC.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • NASDAQ Approval The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

  • Antitrust Approval (a) Each Party agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement, the other Transaction Agreements and the Rights Offering Sub-Plan, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission and any filings under any other Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable following the date on which the Approval Order is entered and (ii) promptly furnishing documents or information requested by any Antitrust Authority. (b) The Company and each Investor subject to an obligation pursuant to the Antitrust Laws to notify any transaction contemplated by this Agreement, the Rights Offering Sub-Plan or the Transaction Agreements that has notified the Company in writing of such obligation (each such Investor, a “Filing Party”) agree to reasonably cooperate with each other as to the appropriate time of filing such notification and its content. The Company and each Filing Party shall, to the extent permitted by applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of material oral communications, advise each other orally of) any communications from or with an Antitrust Authority; (ii) not participate in any meeting with an Antitrust Authority unless it consults with each other Filing Party and the Company, as applicable, in advance and, to the extent permitted by the Antitrust Authority and applicable Law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat; (iii) furnish each other Filing Party and the Company, as applicable, with copies of all correspondence, filings and communications between such Filing Party or the Company and the Antitrust Authority; (iv) furnish each other Filing Party with such necessary information and reasonable assistance as may be reasonably necessary in connection with the preparation of necessary filings or submission of information to the Antitrust Authority; and (v) not withdraw its filing, if any, under the HSR Act without the prior written consent of Requisite Investors and the Company. (c) Should a Filing Party be subject to an obligation under the Antitrust Laws to jointly notify with one or more other Filing Parties (each, a “Joint Filing Party”) a transaction contemplated by this Agreement, the Rights Offering Sub-Plan or the Transaction Agreements, such Joint Filing Party shall promptly notify each other Joint Filing Party of, and if in writing, furnish each other Joint Filing Party with copies of (or, in the case of material oral communications, advise each other Joint Filing Party orally of) any communications from or with an Antitrust Authority. (d) The Company and each Filing Party shall use commercially reasonable efforts to cause the waiting periods under the applicable Antitrust Laws to terminate or expire at the earliest possible date after the date of filing. The communications contemplated by this Section 7.15 may be made by the Company or a Filing Party on an outside counsel-only basis or subject to other agreed upon confidentiality safeguards. The obligations in this Section 7.15 shall not apply to filings, correspondence, communications or meetings with Antitrust Authorities unrelated to the transactions contemplated by this Agreement, the Rights Offering Sub-Plan and the Transaction Agreements. (e) Notwithstanding anything in this Agreement to the contrary, nothing shall require the Company, any Investor or any of their respective Affiliates to (i) dispose of, license or hold separate any of its or its Subsidiaries’ or Affiliates’ assets or the Company’s or its Subsidiaries’ assets, (ii) limit its freedom of action with respect to any of its or its Subsidiaries’ businesses, the Company’s or its Subsidiaries’ businesses or make any other behavioral commitments, (iii) divest any of its Subsidiaries, its Affiliates or any of the Company’s Subsidiaries, or (iv) commit or agree to any of the foregoing. Without the prior written consent of Requisite Investors (such consent not to be unreasonably withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries shall commit or agree to (i) dispose of, license or hold separate any of its assets or (ii) limit its freedom of action with respect to any of its businesses or commit or agree to any of the foregoing, in each case, in order to secure any necessary consent or approvals for the transactions contemplated hereby under the Antitrust Laws. Notwithstanding anything to the contrary herein, neither the Investors, nor any of their Affiliates, nor the Company or any of its Subsidiaries, shall be required as a result of this Agreement, to initiate any legal action against, or defend any litigation brought by, the United States Department of Justice, the United States Federal Trade Commission, or any other Governmental Entity in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the transactions contemplated hereby, or which may require any undertaking or condition set forth in the preceding sentence.

  • Commission Approval The Parties understand and agree that this Agreement will be filed with the Commission for approval by such Commission (or the FCC if the Commission fails to act) pursuant to Section 252 of the Act. Each Party specifically reserves its right to judicial review of this Agreement under Section 252(e)(6) of the Act, or any other available remedy at law or equity. If the Commission, the FCC or any court rejects any portion of this Agreement, the Parties agree to meet and negotiate in good faith to arrive at a mutually acceptable modification of the rejected portion and any provisions that would be materially affected by deletion of the rejected portion; provided that such rejected portion shall not affect the validity of the remainder of this Agreement. The Parties acknowledge that nothing in this Agreement shall limit a Party's ability, independent of such Party's agreement to support and participate in the approval of this Agreement, to assert public policy issues relating to the Act, including challenging the validity of any portion of the Act or an FCC or Commission rule, order, Guideline or other determination made pursuant to the Act, or the application by CBT for suspension or modification of portions of the Act or rules pursuant to Section 251(f)(2) of the Act. In the event CBT obtains a suspension or modification of any portion of the Act or rules thereunder pursuant to Section 252(f)(2) of the Act, the Parties shall negotiate as necessary to incorporate the applicable terms and conditions of such suspension or modification and the Parties agree to negotiate as necessary in order to clarify the application of such suspension or modification to the terms of into this Agreement.

  • FCC Consent The FCC Consent shall have been granted without the imposition on Seller of any conditions that need not be complied with by Seller under Section 6.1 hereof and Buyer shall have complied with any conditions imposed on it by the FCC Consent.

  • City Approval All labor, materials, tools, equipment, and services shall be furnished and work performed and completed subject to the approval of City or its authorized representatives, and the quality of the workmanship shall be guaranteed for one year from date of acceptance.

  • Settlement Approval The approval of the Master Servicer need not be requested for disposition of insurance loss settlements and the Servicer may disburse the loss proceeds as provided herein.

  • Prior Approval The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the State.

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