SEC Clearance Sample Clauses

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SEC Clearance. The Buyer's Form 1O-SB shall have been declared effective by the Securities and Exchange Commission.

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Related to SEC Clearance

• FINRA Clearance On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

• HSR Clearance All applicable waiting periods under the HSR Act shall have expired or been terminated.

• Exchange Clearance On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance.

• NASD Clearance By the Effective Date, the Representative shall have received clearance from the NASD as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

• Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

• Customs Clearance 1. The Parties shall apply their respective customsprocedures in a predictable, consistent, and transparentmanner. 2. For prompt customs clearance of goods traded between theParties, each Party shall: (a) endeavor to make use of information and communications technology; (b) simplify its customs procedures; (c) harmonize its customs procedures, as far as possible,with relevant international standards and recommended practices such as those made under the auspices of theCustoms Co-operation Council; and (d) promote cooperation, wherever appropriate, betweenits customs authority and: (i) other national authorities of the Party; (ii) the trading communities of the Party; and (iii) the customs authorities of non- Parties. 3. Each Party shall provide affected parties with easilyaccessible processes of administrative and judicial review ofits administrative actions relating to customs matters.

• Security Clearance 6.7.1 Where specified by the Authority or the Contract user, the Supplier shall be responsible for ensuring that all Staff are security cleared to the level required by the Security Requirements not less than 5 Working Days before such person begins to perform the Services. If the Authority is responsible for applying for security clearance for Staff pursuant to this Clause 6.7.1, the Supplier shall provide a completed security clearance application form for such members of Staff to the Authority not less than 30 days before such members of Staff begin to perform the Services. 6.7.2 The Authority shall issue a pass for all Staff who are security cleared to an appropriate level for the Premises in accordance with Clause 6.7.1 on or before the date when such member of Staff is required to enter onto the Premises in Order to perform the Services. Passes shall remain the property of the Authority and shall be surrendered on demand or on termination or expiry of this Contract. 6.7.3 A member of Staff not in possession of a pass who is required by the Supplier or any Sub-contractor to provide the services urgently shall be allowed temporary access to the Premises on condition that the Supplier ensures, or procures that any Sub- contractor shall ensure, that such individual is accompanied at all times while on the Premises by a member of Staff who has been issued with a pass in accordance with Clause 6.7.1. 6.7.4 Without prejudice to the provisions of Clauses 6.7.1 to 6.7.3 inclusive, the Authority may refuse any member of Staff Admission to the Premises or require the removal of any member of Staff from the Premises in accordance with Clause 3.3 if such member of Staff is not in possession of a pass pursuant to Clause 6.7.2 or accompanied in accordance with Clause 6.7.3.

• Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

• 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.

• Listing Approval The Shares to be delivered on the Closing Date or any Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and its counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled on, or at any time prior to, the Closing Date or any Additional Closing Date, as the case may be, by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.