SEC Approval. The parties shall submit this Term Sheet and all documents executed in connection with settlement of the Class Action, including but not limited to the Settlement Stipulation, to the SEC and shall exercise reasonable efforts to secure SEC exemptive relief sufficient to permit the implementation of the settlement and the closing of the transactions contemplated by the revised MCC Merger Agreement and the MDLY Merger Agreement.
SEC Approval. The occurrence of the Satisfaction Date is not conditioned upon SEC approval or on any other action by the SEC.
SEC Approval. If Guardian together with its legal counsel determines that it is required, as promptly as practicable after the date hereof, Guardian shall exercise reasonable effort to prepare and file with the SEC, and mail to its shareholders of record, an information statement conforming to the requirements of Rule 14f-1 under the Exchange Act (the "14f-1 Filing"). It shall be a condition precedent to the obligation of the parties to consummate the Exchange that the 14f-1 Filing be cleared by the SEC and mailed to the Guardian shareholders of record in conformity with Rule 14f-1 under the Exchange Act and other applicable Legal Requirements.
SEC Approval. If Oban together with its legal counsel determines that it is required, as promptly as practicable after the date hereof, Oban shall exercise reasonable effort to prepare and file with the SEC, and mail to its shareholders of record, an information statement conforming to the requirements of Rule 14f-1 under the Exchange Act (the "14f-1 Filing"). It shall be a condition precedent to the obligation of the parties to consummate the Exchange that the 14f-1 Filing be cleared by the SEC and mailed to the Oban shareholders of record in conformity with Rule 14f-1 under the Exchange Act and other applicable Legal Requirements.
SEC Approval. Buyer shall: (A) no later than the 10th Business Day after the date hereof, gather all necessary information, prepare and provide to Seller for its review a draft of the filing seeking the SEC Approval (including all reports, studies, and exhibits related thereto) (the "SEC Filing"); (B) in the SEC Filing, request authorization under PUHCA that (x) is limited to the authority reasonably required for Buyer to finance only those transactions contemplated by this Agreement, but may include a request by Buyer's parent company, Allegheny Energy, Inc., to issue and sell up to $1,000,000,000 in equity securities in connection with this transaction and for other corporate purposes, subject to the requirements of clause (z) below, (y) is consistent with any existing conditions or restrictions under PUHCA applicable to either Buyer or any of its Affiliates subject to PUHCA, and (z) does not seek a modification of any limit on "aggregate investment" pursuant to Rule 53 under PUHCA in connection with the SEC Filing or otherwise require the approval or consent of any state Governmental Authority;
SEC Approval. The Commission (i) shall not have indicated, formally or informally, that it will seek to prevent the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) shall have approved, in one or more published releases of the Commission, the rule changes to the Amended Bylaws, the adoption by NASD of NYSE LLC’s rule book insofar as it relates to the Transferred Operations (other than arbitration rules and disciplinary procedural rules) and the Allocation Plan required to be effected in connection with the transactions contemplated by this Agreement and the Ancillary Agreements;
SEC Approval. The Registration Statement shall have become ------------ effective and no stop order suspending the effectiveness or proceeding for that purpose shall have been issued and remain in effect. The shares of Parent Common Stock to be issued pursuant hereto shall have been approved for quotation on the Nasdaq National Market System.
SEC Approval. The SEC shall have approved the Borrower's Proxy Statement for its 1999 Annual Meeting, dated as of July 7, 1999 (and the Borrower has delivered a copy of the SEC approved Proxy Statement to the Lender) and the SEC shall have cleared the Borrower's Form 10-K Annual Report as amended.
4.2 ADDITIONAL CONDITIONS TO LENDER'S OBLIGATION TO MAKE ANY SUBSEQUENT ADVANCES UNDER THE LOAN. The Lender shall have no obligation to make any subsequent Advance of the Loan unless all conditions set forth at SECTION 4.1 have been satisfied, and, in addition, the following conditions are satisfied:
(a) the provisions of SECTION 2.1
(a) shall have been met;
(b) The Borrower shall have delivered to the Lender a Borrowing Certificate in the form of EXHIBIT A annexed hereto for all Advances which are not for working capital or general corporate purposes; and
(c) The Lender shall have a first priority security interest in the assets, if any, proposed to be acquired with the proceeds of the advance.
SEC Approval. The Parties acknowledge that the consummation of the transactions contemplated by this Agreement may raise issues regarding the independence of KPMG (as defined below) under SEC regulations. Therefore, unless this condition is waived by KPMG DTG, the Closing shall be subject to the condition that the SEC confirms in a no-action letter customary for transactions of this type that the execution, delivery and performance of the transactions contemplated by this Agreement, including the ownership of the Exchange Shares by the Sellers, the Non-Competition Agreement and the TSA, will not endanger the independence of KPMG from the Purchaser within the meaning of the applicable SEC regulations and, in particular, that KPMG will not have a "mutuality of interest" or a "direct or material indirect business relationship" with, or a "direct financial interest or material indirect financial interest" in any of its audit clients that are also clients of or enter into business relationships with or invest in the Purchaser or any of its affiliates, or in which the Purchaser or any of its affiliates or any departing Company Partner or employee invests. For the purposes of the foregoing, "KPMG" includes KPMG LLP or any of its Subsidiaries ("KPMG US"), or any other firms not owned by KPMG US but conducting audit activities outside the United States for SEC registrants under the name KPMG or derivations thereof, including KPMG DTG, or otherwise as part of the KPMG network of firms. The Parties will consult and co-operate with each other with regard to communications with the SEC in relation to this Closing Condition provided that KPMG DTG's counsel shall lead such process.
SEC Approval. The SEC shall have issued an order exempting the transactions contemplated by this Agreement and the related documents from the provisions of Section 17 of the Investment Company Act.