Common use of Statutory Approvals Clause in Contracts

Statutory Approvals. The Cinergy Required Statutory Approvals and the 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 Mergers and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as defined below) and such Final Orders shall not impose terms or conditions that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on (i) the Company and its prospective subsidiaries taken as a whole, (ii) Cinergy and its subsidiaries taken as a whole, or (iii) Duke and its subsidiaries taken as a whole, provided that for the purposes of determining whether such terms and conditions could have a material adverse effect for the purposes of this Section 6.02(d), each of the Company, Cinergy and Duke and their respective subsidiaries, taken as a whole, shall each be deemed to be a consolidated group of entities of the size and scale of Cinergy and its subsidiaries, taken as a whole. A "Final Order" means action by the relevant 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 expired (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.

Statutory Approvals. The Cinergy BUG Required Statutory Approvals and the Duke LILCO 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 Mergers and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as defined below) and such Final Orders shall not impose terms or conditions thatwhich, individually or in the aggregate, would have, or insofar as reasonably can be foreseen, could have, a material adverse effect on the business, assets, financial condition or results of operations 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. The Final Order relating to the approval of the transactions contemplated hereby to be received from the PSC shall include the PSC's approval, within the statutory authority of the PSC, of rates permitted to be charged by the Company and its subsidiaries to their customers which will be incorporated in a long term rate agreement the effect of which could not reasonably be expected to have a material adverse effect on (i) the business, assets, financial condition, results of operations or prospects of the Company and its prospective subsidiaries taken as a whole, (ii) Cinergy and its subsidiaries taken as a whole. For purposes of this provision, or (iii) Duke the prospects of the Company and its subsidiaries taken as a whole, provided that for shall mean the purposes of determining whether such terms and conditions could have a material adverse effect for the purposes of this Section 6.02(d), each combination of the Companyresults anticipated by the regulated earnings forecasts of BUG provided to LILCO under cover of a memorandum dated December 29, Cinergy 1996, and Duke and their respective subsidiariesthe results anticipated by the regulated earnings forecasts of LILCO provided to BUG under cover of a memorandum dated December 29, taken as a whole, shall each be deemed to be a consolidated group of entities of the size and scale of Cinergy and its subsidiaries, taken as a whole1996. A "Final OrderFINAL ORDER" means action by the relevant Governmental Authority that 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 (a "Final Order Waiting Period")expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.

Statutory Approvals. The Cinergy Company Required Statutory Approvals and the Duke Parent 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 Mergers and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as defined below) and such Final Orders shall not impose terms or conditions thatwhich, individually or in the aggregate, would have, or insofar as reasonably can be foreseen, could reasonably be expected have, a Company Material Adverse Effect or a Parent Material Adverse Effect; provided, however, that a requirement that Parent become a registered holding company pursuant to have a material adverse effect on (i) Section 5 of the Company and its prospective subsidiaries taken 1935 Act as a whole, (ii) Cinergy and its subsidiaries taken as result of the Merger shall not constitute a whole, term or (iii) Duke and its subsidiaries taken as a whole, provided that for the purposes of determining whether such terms and conditions condition which could have a "material adverse effect for effect" within the purposes meaning of this Section 6.02(d8.1(c). In addition, each the inclusion of a condition or requirement of the CompanySEC's approval of the Merger under the 1935 Act that Parent divest its ownership of, Cinergy and Duke and their respective subsidiariesor not consummate the acquisition of, taken as a wholeany of the entities listed on Section 8.1(c) of the Parent Disclosure Schedule, shall each be deemed to be constitute a consolidated group term or condition which could have a "material adverse effect" within the meaning of entities of the size and scale of Cinergy and its subsidiaries, taken as a wholethis Section 8.1(c). A "Final Order" means action by the relevant Governmental Authority that 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 (a "Final Order Waiting Period")expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.

Statutory Approvals. The Cinergy Company Required Statutory Approvals and the Duke Parent 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 Mergers and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as defined below) and such Final Orders shall not impose terms or conditions thatwhich, individually or in the aggregate, would have, or insofar as reasonably can be foreseen, could reasonably be expected have, a Company Material Adverse Effect or a Parent Material Adverse Effect; provided, however, that a requirement that Parent become a registered holding company pursuant to have a material adverse effect on (i) Section 5 of the Company and its prospective subsidiaries taken 1935 Act as a whole, (ii) Cinergy and its subsidiaries taken as result of the Merger shall not constitute a whole, term or (iii) Duke and its subsidiaries taken as a whole, provided that for the purposes of determining whether such terms and conditions condition which could have a "material adverse effect for effect" within the purposes meaning of this Section 6.02(d), each 8.1(e) of the CompanyAgreement; provided further that the inclusion of a condition or requirement of the Securities and Exchange Commission's approval of the Merger under the 1935 Act that Parent divest its ownership of New York State Electric & Gas Corporation, Cinergy a New York corporation and Duke and their respective subsidiaries, taken as a wholewholly owned subsidiary of Parent, shall each be deemed to be constitute a consolidated group term or condition which could have a "material adverse effect" within the meaning of entities this Section 8.1(e) of the size and scale of Cinergy and its subsidiaries, taken as a wholeAgreement. A "Final Order" means action by the relevant Governmental Authority that 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 (a "Final Order Waiting Period")expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.

Statutory Approvals. The Cinergy Required Statutory Approvals and the 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 Mergers and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as defined below) and such Final Orders shall not impose terms or conditions that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on (i) the Company and its prospective subsidiaries taken as a whole, (ii) Cinergy and its subsidiaries taken as a whole, or (iii) Duke and its subsidiaries taken as a whole, provided that for the purposes of determining whether such terms and conditions could have a material adverse effect for the purposes of this Section 6.02(d), each of the Company, Cinergy and Duke and their respective subsidiaries, taken as a whole, shall each be deemed to be a consolidated group of entities of the size and scale of Cinergy and its subsidiaries, taken as a whole. A "“Final Order" ” means action by the relevant 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 expired (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.

Statutory Approvals. The Cinergy Patriot Co. Required Statutory Approvals and the Duke Parent 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 Mergers and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as defined below) and such Final Orders shall not impose terms or conditions thatwhich, individually or in the aggregate, would have, or insofar as reasonably can be foreseen, could reasonably be expected to have have, a material adverse effect on (i) the business, assets, financial condition, prospects or results of operations of the Company and its prospective subsidiaries taken as a whole, (ii) Cinergy and its subsidiaries taken as a whole, whole (taking into account the proposed modifications in Patriot Co.'s rate structure outlined in the press release to be issued in connection with the announcement of the execution of this Agreement) or (iii) Duke Parent and its subsidiaries taken as a whole, provided whole or which would be materially inconsistent with the agreements of the parties contained herein; it being understood that for the purposes of determining whether such terms and conditions could have a material adverse effect for the purposes of this Section 6.02(d)section, each "Parent Required Statutory Approval" shall include without limitation approval by the Massachusetts Department of Telecommunication and Energy of a revised rate/regulatory structure for the Company which will include no material limitations or restrictions on the Company's ability to implement cost savings from operating efficiencies and elimination of redundancies resulting from the integration of the Company, Cinergy and Duke and their respective subsidiaries, taken as a whole, shall each be deemed to be a consolidated group of entities operations of the size Company with those of Boston Gas Company (and scale of Cinergy and its subsidiaries, taken as a wholeno such limitations or restrictions shall be imposed by statutory or other regulatory action). A "Final Order" means action by the relevant Governmental Authority that 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 (a "Final Order Waiting Period")expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.

Statutory Approvals. The Cinergy Company Required Statutory Approvals and the Duke Parent 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 Mergers and the transactions contemplated by this Agreement) at or prior to the Effective Time, such approvals shall have become Final Orders (as defined below) and such Final Orders shall not impose terms or conditions thatwhich, individually or in the aggregate, would have, or insofar as reasonably can be foreseen, could reasonably be expected have, a Company Material Adverse Effect or a Parent Material Adverse Effect; provided, however, that a requirement that Parent become a registered holding company pursuant to have a material adverse effect on (i) Section 5 of the Company and its prospective subsidiaries taken 1935 Act as a whole, (ii) Cinergy and its subsidiaries taken as result of the Merger shall not constitute a whole, term or (iii) Duke and its subsidiaries taken as a whole, provided that for the purposes of determining whether such terms and conditions condition which could have a "material adverse effect for effect" within the purposes meaning of this Section 6.02(d), each 8.1(e) of the CompanyAgreement. In addition, Cinergy the inclusion of a condition or requirement of the Securities and Duke Exchange Commission's approval of the Merger under the 1935 Act that Parent divest its ownership of New York State Electric & Gas Corporation, a New York corporation and their respective subsidiaries, taken as a wholewholly owned subsidiary of Parent, shall each be deemed to be constitute a consolidated group term or condition which could have a "material adverse effect" within the meaning of entities this Section 8.1(e) of the size and scale of Cinergy and its subsidiaries, taken as a wholeAgreement. A "Final Order" means action by the relevant Governmental Authority that 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 (a "Final Order Waiting Period")expired, and as to which all conditions to the consummation of such transactions prescribed by law, regulation or order have been satisfied.