Western Resources has no knowledge, with respect to any predecessor of Western Resources, KGE or any of the Western Resources Subsidiaries, of any Environmental Claim which would have a Western Resources Material Adverse Effect pending or threatened, or of any Release of Hazardous Materials that would be reasonably likely to form the basis of any Environmental Claim which would have a Western Resources Material Adverse Effect.
Western Resources has filed exchange offer materials with the Securities and Exchange Commission (the "Commission"). As soon as Western Resources' registration statement has been declared effective by the Commission, Western Resources and Westar Capital intend to commence an offer to exchange shares of common stock, par value $5.00 per share, of Western Resources ("Western Resources Common Stock"), and cash, for
Western Resources. KPL" or "KGE".
Examples of Western Resources in a sentence
The trust interests represented by the preferred securities are redeemable at the option of Western Resources Capital I, on or after December 11, 2000, at $25 per preferred security plus accrued interest and unpaid dividends.
Western Resources is in compliance in all material respects with, and each of the Western Resources Benefit Plans is and has been operated in all material respects in compliance with, all applicable laws, rules and regulations governing such plan, including, without limitation, ERISA and the Code.
Each Western Resources Benefit Plan intended to provide for the deferral of income, the reduction of salary or other compensation, or to afford other income tax benefits, complies with the requirements of the applicable provisions of the Code or other laws, rules and regulations required to provide such income tax benefits.
Each of the Western Resources Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the IRS to be so qualified, or to the knowledge of Western Resources, no circumstances exist that are reasonably expected by Western Resources to result in the revocation of any such determination or prevent any such plans from being qualified.
On March 18, 1998, KCPL and Western Resources entered into an Amended and Restated Agreement and Plan of Merger (Amended Agreement).
More Definitions of Western Resources
Western Resources means Western Resources Corp., a corporation existing under the BCBCA; (uu) "Western Resources Board" or "Board" means the board of directors of Western Resources Corp.;
Western Resources shall have the meaning set forth in the recitals hereto.
Western Resources. Capital [ ] c/o Western Resources, Inc. 000 Xxxxxx Xxxxxx Xxxxxx, Xxxxxx 00000 Attention: Vice President, Finance with copy to: [Trustee]___________________________ ____________________________________ ____________________________________ ____________________________________ Facsimile No: Attention: ________________________; and
Western Resources means Western Resources Corp., a corporation existing under the BCBCA;
Western Resources has filed exchange offer materials with the Securities and Exchange Commission (the "Commission"). As soon as Western Resources' registration statement has been declared effective by the Commission, Western Resources and Westar Capital intend to commence an offer to exchange shares of common stock, par value $5.00 per share, of Western Resources ("Western Resources Common Stock"), and cash, for each outstanding common share, par value $ 0.10 per share (each a "Share" and collectively, the "Shares"), of ADT, including the associated preference share purchase rights (each, a "Right" and collectively, the "Rights") issued pursuant to the Rights Agreement, dated as of November 6, 1996, between ADT and Citibank, N.A., New York branch, as Rights Agent (the "Rights Agreement"), upon the terms and subject to the conditions set
Western Resources has requested that the Court grant judicial relief with respect to the Rights Agreement Amendments prior to the ADT Special Meeting. If such relief has not been granted prior to the date of the ADT Special Meeting, it is possible that the Western Resources Nominees, once elected, would be unable to redeem the Rights or amend the Rights Agreement. In this circumstance, the Rights Plan Condition may not be capable of satisfaction and the Offer may not be consummated.
Western Resources written agreement (which decision regarding agreement shall be made as soon as reasonably practicable) prior to making or committing to make any acquisitions or capital expenditures or incurring or committing to incur any indebtedness, including guarantees but not including the cost of routine regulated utility capital expenditures (such acquisitions, capital expenditures and indebtedness, collectively, "Investments") subsequent to the time when the aggregate value of the Investments made or committed to be made by KCPL as permitted by this Section 8.1 exceeds in the aggregate $150,000,000 during the period January 1, 1997 through December 31, 1997 and which aggregate limits for each subsequent six-month period commencing January 1, 1998 through the Closing shall be $75,000,000 ($25,000,000 of which during each such six-month period may be expended or committed on items not included in the KCPL Business Plan), it being agreed that to the extent any such $150,000,000 or $75,000,000 aggregate amount is not made, committed or incurred during such one-year or any such six-month period, as the case may be, such amount or amounts shall be added to, and cumulated with, the amount or amounts available during subsequent time periods until the Closing (such aggregate limits to exclude the cost of routine regulated utility capital expenditures); and provided further that, KCPL shall be permitted to use the proceeds obtained from any disposition of assets for Investments in accordance with the KCPL Business Plan; provided, further, however, that KCPL shall confer on a regular and frequent basis with representatives of Western Resources in the course of KCPL's implementation of the KCPL Business Plan and any expenditures referred to in this Section 8.1:
(a) ORDINARY COURSE OF BUSINESS. KCPL shall, and shall cause its respective Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use all commercially reasonable efforts to preserve intact their present business organizations and goodwill, preserve the goodwill and relationships with customers, suppliers and others having business dealings with them and, subject to prudent management of work force needs and ongoing programs currently in force, keep available the services of their present officers and employees, provided, however, that nothing shall prohibit KCPL or any of its Subsidiaries from transferring operations t...