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. 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. 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 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. 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. NAG shall have obtained NAG Shareholder Approval ------------ pursuant to Section 3.6.
SEC Approval. NAG shall have obtained NAG Shareholder Approval ------------ pursuant to Section 3.6 on or before February 28, 2002. All of these conditions shall be deemed fulfilled as of August 20, 2001, except for the condition set forth in Section 14.7.
SEC Approval. Purchaser represents that it has filed all documents required to obtain approval by the Securities and Exchange Commission to be a publicly traded company and Purchaser has received any approvals needed from the SEC to operate as a publicly traded company. Failure to maintain such approvals shall be deemed to be a default by Purchaser of an essential term of this Agreement.
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,
