PUHCA Exemption Sample Clauses

PUHCA Exemption. (a) As of the date hereof, a proceeding is pending before SEC related to Seller's application for an order under Section 3(a)(1) of PUHCA granting Seller an exemption as a holding company. Should SEC decline to grant Seller an exemption under Section 3(a)(1) or if there are reasonable grounds to believe that restructuring the Company's wholesale power trading activities could reasonably be expected to be necessary in order to obtain an exemption under PUHCA, Purchaser may seek to restructure the wholesale power trading activities of the Company in a manner that will permit Purchaser to qualify for an exemption under Section 3(a)(1) (referred to herein as the "Restructuring"). The Restructuring may require the authorization, consent or approval of Governmental Authorities, including but not limited to SEC, FERC and OPUC. It is the intent of Purchaser and Seller that any efforts to implement a Restructuring, including obtaining any Government Approvals therefor, shall be kept separate and apart from the sale and purchase provided for in Article I and that such Restructuring shall not be a condition precedent (either directly or indirectly) to the obligation of Purchaser to consummate the transactions contemplated by this Agreement. In furtherance of this intention, Seller agrees to cooperate with Purchaser in obtaining any Government Approvals that may be needed to implement the Restructuring, provided, however, that neither Seller nor the Transfer Group Companies shall be required to expend any funds for purposes of assisting Purchaser, Purchaser shall bear all cost and expenses of seeking any such Government Approvals and no step in the actual implementation of the Restructuring by the Company shall be taken until after the Closing. It is the intent of Purchaser and Seller that any applications, notifications or other filings required to obtain Government Approvals for the Restructuring shall be kept separate and apart from any applications, notices or other filings that may be required in order to obtain the Required Government Approvals. Purchaser and Seller agree that any applications, notifications or other filings required to obtain Government Approvals for the Restructuring shall (i) not be filed earlier than 60 days after the filing with FERC of the application under Section 203 of the Power Act for the Shares as specified in Schedule 4.3(b) and (ii) be filed on such terms, in such form and at such time as may be determined by Purchaser subject to t...
AutoNDA by SimpleDocs
PUHCA Exemption. The SEC shall have issued an order in form and substance reasonably satisfactory to AES (the "SEC Exemption Order") granting AES an exemption from registration as a holding company under PUHCA pursuant to PUHCA Section 3(a)(5), and the SEC Exemption Order shall be in full force and effect on the Closing Date.

Related to PUHCA Exemption

  • FINRA Exemption To enable Xxxxx to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for a period of at least 36 months.

  • Section 16(b) Exemption The Company shall take all actions reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

  • Offering Exemption Assuming the truth and accuracy of the representations and warranties contained in Section 7, this issuance and delivery to the Holder of this Note is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue sky” laws, as currently in effect.

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Regulation S Exemption The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Securities Exemptions The offer and sale of the Purchased Securities to the Purchasers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.

  • PUHCA The Seller is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

  • ERISA Exemptions The Parent and the Borrower shall not, and shall not permit any Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.