Fairness Opinions Not Withdrawn Sample Clauses

Fairness Opinions Not Withdrawn. It shall be a condition to the obligation of WPL to hold the WPL Special Meeting that the opinion of Xxxxxxx, referred to in Section 8.2(e), shall not have been withdrawn, it shall be a condition to the obligation of IES to hold the IES Special Meeting that the opinion of Xxxxxx, referred to in Section 8.2(e), shall not have been withdrawn, and it shall be a condition to the obligation of Interstate to hold the Interstate Special Meeting that the opinion of Salomon, referred to in Section 8.2(e), shall not have been withdrawn.
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Fairness Opinions Not Withdrawn. It shall be a condition to the obligation of KCPL to hold the KCPL Meeting that the opinion of Merrill Lynch, referred to in Section 9.2(d), shalx xxx hxxx been withdrawn, and it shall be a condition to the obligation of Western Resources to hold the Western Resources Meeting that the opinion of Salomon, referred to in Section 9.2(d), shall not have been withdrawn.
Sample 1See All (4)
Fairness Opinions Not Withdrawn. It shall be a condition to the obligation of BUG to hold the BUG Special Meeting that the opinion of Xxxxxxx Xxxxx, referred to in SECTION 7.2(d), shall not have been withdrawn, and it shall be a condition to the obligation of LILCO to hold the LILCO Special Meeting that the opinion of Xxxxxx Read, referred to in SECTION 7.2(d), shall not have been withdrawn.
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Fairness Opinions Not Withdrawn. It shall be a condition to the obligation of Sierra Pacific to hold the Sierra Pacific Special Meeting that the opinion of each of XX Xxxx Xxxxxx and Xxxxxxx Xxxxx, referred to in Section 4.15, shall not have been withdrawn, and it shall be a condition to the obligation of Nevada Power to hold the Nevada Power Special Meeting that the opinion of PaineWebber Incorporated, referred to in Section 5.15, shall not have been withdrawn.
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Fairness Opinions Not Withdrawn. It shall be a condition to the obligation of WeCo and WNG to hold the WeCo Special Meetings that the opinion of Goldxxx, Xxchx & Xo. referred to in Section 7.2(d) shall not have been withdrawn, and it shall be a condition to the obligation of Puget to hold the Puget Special Meeting that the opinion of Morgxx Xxxnxxx & Xo. Incorporated referred to in Section 7.2(d) shall not have been withdrawn.
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Fairness Opinions Not Withdrawn. It shall be a condition to the ------------------------------- obligation of LG&E Energy to hold the LG&E Energy Meeting that the opinion of The Blackstone Group L.P., referred to in Section 7.2(d), shall not have been withdrawn, and it shall be a condition to the obligation of KU Energy to hold the KU Energy Meeting that the opinion of Xxxxxxx, Sachs & Co., referred to in Section 7.2(d), shall not have been withdrawn.
Sample 1
Fairness Opinions Not Withdrawn. It shall be a condition to the obligation of KCPL to hold the KCPL Meeting that the opinion of Xxxxxxx Xxxxx, referred to in Section 9.2(d), shall not have been withdrawn, and it shall be a condition to the obligation of Western Resources to hold the Western Resources Meeting that the opinion of Salomon, referred to in Section 9.2(d), shall not have been withdrawn.
Sample 1
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Fairness Opinions Not Withdrawn. It shall be a condition to the obligation of KCPL to hold the KCPL Meeting that the opinion of Xxxxxxx Xxxxx, referred to in Section 7.2(d), shall not have been withdrawn, and it shall be a condition to the obligation of UCU to hold the UCU Meeting that the opinion of DLJ, referred to in Section 7.2(d), shall not have been withdrawn.
Sample 1

Related to Fairness Opinions Not Withdrawn

  • Fairness Opinions (a) Unless waived by PSINet, there shall have been delivered to PSINet an opinion of independent investment bankers selected by PSINet, in form and substance satisfactory to PSINet, (i) as to the fairness to PSINet and its stockholders from a financial point of view of the issuance of the IXC Shares and the consummation of the transactions contemplated by, and in connection with, this Agreement and (ii) as to the value of the IRUs being granted by IXC to PSINet and the securities being issued or issuable by PSINet to IXC pursuant to this Agreement.

  • Fairness Opinion The Company's board of directors has received the opinion of XX Xxxxxx H&Q, financial advisor to the Company, as of the date of this Agreement, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair to the stockholders of the Company from a financial point of view. The Company will furnish an accurate and complete copy of said opinion to Parent.

  • Resolutions; Opinion The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, and (2) an opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties.

  • Xxxxx Counsel Legal Opinion Xxxxx shall have received from Xxxxxxx Procter LLP, counsel for Xxxxx, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Xxxxx may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Cowen Counsel Legal Opinion Cowen shall have received from Xxxxx Xxxxxx LLP, counsel for Cowen, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n), with respect to such matters as Cowen may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Distribution of Offering Materials The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, each preliminary prospectus, the Prospectus, the Statutory Prospectus, the General Disclosure Package, the Rule 482 Statement, if any, or the sales materials.

  • Distribution of Offering Material By the Company The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.

  • Distribution of Offering Material The Fund has not distributed and, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, the Sales Material (as defined below) or other materials permitted by the 1933 Act, the 1940 Act or the Rules and Regulations.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

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