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. 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. 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. The occurrence of the Satisfaction Date is not conditioned upon SEC approval or on any other action by the SEC.
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. 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; (C) no later than the 20th Business Day after the date hereof, consult with Seller regarding the SEC Filing, consider and incorporate all reasonable comments (if any) submitted by Seller or its representatives, and finalize and file the SEC Filing with the SEC; (D) prior to and during the pendency of the notice and approval period with the SEC, (1) consult with Seller prior to providing any supplemental information to the SEC and provide prompt written notice to Seller of all discussions and correspondence between Buyer's employees and representatives and the SEC that reasonably relates to or bears upon the SEC Filing, (2) use all commercially reasonable efforts and act in good faith to expedite and obtain the SEC Filing, (3) avoid taking other actions or making other filings under the jurisdiction of the SEC that could reasonably be expected to have the effect of delaying, conditioning, or reducing the likelihood of receiving the SEC Approval, and (4) not seek (and shall cause its Affiliates not to seek) a modification of any limit on "aggregate investment" pursuant to Rule 53 under PUHCA in connection with the SEC Filing or take any other action that would require the approval or consent of any state Governmental Authority in connection with the SEC Filing; and (E) otherwise use all commercially reasonable efforts (acting in good faith) to take all other actions required to ...
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. If Buyer does not terminate this Agreement as provided in Section 4 below prior to the expiration of the Due Diligence Period, Buyer will file with the Securities and Exchange Commission (the “SEC”) such notices as may be necessary to consummate this Agreement. If, within sixty (60) days after the expiration of the Due Diligence Period, the SEC issues a letter indicating no objection to this Agreement, and if no appeal is filed with respect to such SEC letter within thirty (30) days thereafter, Buyer shall deliver to Seller the cryptocurrency tokens described in Section 3.3 below and Closing shall occur within forty-five
