Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES Required Statutory Approvals and the Interstate Required Statutory Approvals shall have been obtained at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defined) and such Final Orders shall not impose terms or conditions which, in the aggregate have, or insofar as reasonably can be foreseen, would have, a material adverse effect on the business, assets, financial condition or results of operations or prospects of the Company or which would be materially inconsistent with the agreements of the parties contained herein. (ii) As used in this Agreement, "Final Order" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Ies Industries Inc), Merger Agreement (Wisconsin Power & Light Co), Merger Agreement (WPL Holdings Inc)
Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES Company Required Statutory Approvals and the Interstate Parent Required Statutory Approvals shall have been obtained at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defineddefined below) and such Final Orders shall not impose terms or conditions which, in the aggregate have, or insofar as reasonably can be foreseenaggregate, would have, or could reasonably be expected to have, a material adverse effect on the businessCompany Material Adverse Effect or a Parent Material Adverse Effect, assets, financial condition or results of operations or prospects of the Company or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, . The term "Final Order" means shall mean action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 3 contracts
Samples: Merger Agreement (Midamerican Energy Co), Merger Agreement (Sokol David L), Merger Agreement (Midamerican Energy Holdings Co /New/)
Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES Enova Required Statutory Approvals and the Interstate Pacific Required Statutory Approvals shall have been obtained at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defined) and neither such Final Orders shall not impose nor any order, law or regulation of any Governmental Authority imposes terms or conditions which, in the aggregate haveaggregate, or insofar as could reasonably can be foreseen, would have, expected to have a material adverse effect on (i) the businessability of the Energy Marketing Joint Venture to achieve the business objectives contemplated by the Summary of Terms attached as Exhibit A or (ii) the operations, assetsproperties, assets or financial condition or results of operations or prospects of the Company and its prospective subsidiaries taken as a whole or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, . A "Final OrderFINAL ORDER" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
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Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES Parent Required Statutory Approvals and the Interstate Company Required Statutory Approvals shall have been obtained (including, in each case, the expiration or termination of the waiting periods (and any extensions thereof) under the HSR Act applicable to the Merger and the Transactions at or prior to the Merger Effective Time, such approvals shall have become Final Orders (as hereinafter defineddefined below) and such Final Orders shall not impose terms or conditions which, individually or in the aggregate haveaggregate, or insofar could reasonably be expected to have a Material Adverse Effect on Newco and its prospective subsidiaries taken as reasonably can be foreseen, would have, a material adverse effect on the business, assets, financial condition or results of operations or prospects of the Company whole or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, . A "Final Order" means action by the relevant regulatory authority Governmental Entity which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Exchange and Merger (Peco Energy Co)
Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES Enova Required Statutory Approvals and the Interstate Pacific Required Statutory Approvals shall have been obtained at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defined) and neither such Final Orders shall not impose nor any order, law or regulation of any Governmental Authority imposes terms or conditions which, in the aggregate haveaggregate, or insofar as could reasonably can be foreseen, would have, expected to have a material adverse effect on (i) the businessability of the Energy Marketing Joint Venture to achieve the business objectives contemplated by the Summary of Terms attached as Exhibit A or (ii) the operations, assetsproperties, assets or financial condition or results of operations or prospects of the Company and its prospective subsidiaries taken as a whole or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, . A "Final Order" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Enova Corp)
Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES Parent Required Statutory Approvals and the Interstate Authority Required Statutory Approvals shall have been obtained at or prior to the Effective TimeClosing Date, such approvals shall have become Final Orders (as hereinafter defineddefined below) and such Final Orders shall not impose terms or conditions which, in the aggregate aggregate, would have, or insofar as reasonably can be foreseen, would could have, a material adverse effect on the business, assets, financial condition or results of operations or prospects of the Company or Parent, which would be materially inconsistent with the agreements of the parties contained herein.
herein or in the Basic Agreements or would have (iior, insofar as reasonably can be foreseen could have) As used in this Agreement, a Material Adverse Effect. A "Final Order" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
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Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES Progress Required Statutory Approvals and the Interstate Duke Required Statutory Approvals shall have been obtained (including, in each case, the expiration or termination of the waiting periods (and any extensions thereof) under the HSR Act applicable to the Merger and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defineddefined below) and neither (i) such Final Orders nor (ii) any other order, action or regulatory condition of a regulatory body shall not impose terms or conditions whichthat, individually or in the aggregate haveaggregate, could reasonably be expected to have a Burdensome Effect on Progress or insofar as reasonably can be foreseen, would have, a material adverse effect on the business, assets, financial condition or results of operations or prospects of the Company or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, "Duke. A “Final Order" ” means action by the relevant regulatory authority which Governmental Authority that has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expiredexpired (a “Final Order Waiting Period”), and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Duke Energy CORP)
Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES WPS Required Statutory Approvals and the Interstate UPEN Required Statutory Approvals Approvals, including the expiration or termination of any applicable waiting periods under the HSR Act and the continued effectiveness of clearance of the Merger under the HSR Act shall have been obtained at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defined) and such Final Orders shall not impose terms or conditions which, in the aggregate have, or insofar as reasonably can be foreseen, would have, a material adverse effect on the business, assets, financial condition or results of operations of WPS or prospects of UPEN, as the Company case may be, or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, "Final Order" ----------- means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 1 contract
Samples: Merger Agreement (Upper Peninsula Energy Corp /New/)
Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES CYBEX Required Statutory Approvals and the Interstate Xxxxxxx Required Statutory Approvals shall have been obtained at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defineddefined below) and such Final Orders shall do not impose terms or conditions which, in the aggregate aggregate, would have, or insofar as reasonably can be foreseen, would could have, a material adverse effect on the business, assets, financial condition or results of operations or prospects of the Company and its prospective subsidiaries taken as a whole or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, . A "Final Order" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 1 contract
Statutory Approvals. (i) The WPL Required Statutory Approvals, the IES KCPL Required Statutory Approvals and the Interstate UCU Required Statutory Approvals shall have been obtained at or prior to the Effective Time, such approvals shall have become Final Orders (as hereinafter defineddefined below) and such Final Orders shall not impose terms or conditions which, in the aggregate aggregate, would have, or insofar as reasonably can be foreseen, would could have, a material adverse effect on the business, assets, financial condition or results of operations or prospects of the Company and its prospective Subsidiaries taken as a whole or which would be materially inconsistent with the agreements of the parties contained herein.
(ii) As used in this Agreement, . A "Final OrderFINAL ORDER" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kansas City Power & Light Co)