No-Action Letter. The Company agrees that it will be satisfied that no post-effective amendment or new registration is required for the public sale of the Shares if it shall be presented with a letter from the Staff of the Securities and Exchange Commission (the “Commission”), stating in effect that, based upon stated facts which the Company shall have no reason to believe are not true in any material respect, the Staff will not recommend any action to the Commission if such Shares are offered and sold without delivery of a prospectus, and that, therefore, no Registration Statement under which such Shares are to be registered is required to be filed.
No-Action Letter. The SEC shall have issued a no-action letter granting relief (without imposing conditions for the granting of such relief that are inconsistent with the transactions contemplated by this Agreement) from (a) Rule 14d-10 and 14e-5 under the Exchange Act, allowing a bifurcated offer structure as contemplated by Rule 14d-1(d)(2)(ii) under the Exchange Act and (b) if necessary, Rule 14e-1(c) under the Exchange Act allowing prompt payment in accordance with Russian law or practice as contemplated by Rule 14d-1(d)(2)(iv) under the Exchange Act.
No-Action Letter. Eagle understands that Tail Wind may request (“Request”) from the Division of Corporation Finance of the SEC a “no action letter” (“No Action Letter”) to the effect that (i) such Division will not recommend enforcement if Eagle issues the Settlement Shares to Tail Wind without registration under the Securities Act and (ii) Tail Wind may resell the Settlement Shares received by it without registration under the Securities Act and without regard to Securities Act Rules 144 or 145(c) and (d). Eagle agrees to cooperate with Tail Wind in connection with any such Request, including without limitation taking any and all actions and executing any and all documents reasonably requested by Tail Wind in connection with any such Request. Eagle shall take not any position inconsistent with the position contained in any such Request. Based on all facts presently known to Eagle, Eagle agrees (i) that Tail Wind has never been, is not currently, and immediately following execution hereof will not be, an affiliate of or affiliated with Eagle in any manner or way whatsoever, and (ii) Tail Wind shall not in the future constitute an affiliate of or be affiliated with Eagle in any manner or way whatsoever so long as its sole relationship with Eagle continues to be as a holder of the Settlement Shares, Promissory Note and Convertible Notes and a Party to this Agreement. Eagle shall not take or assert any position inconsistent with the foregoing clauses (i) and (ii). Notwithstanding the provisions of this Section 10(g), in the event that the staff of the SEC disagrees with Eagle’s interpretation that Tail Wind is not an affiliate of Eagle, Eagle will comply with the SEC’s interpretation and take any necessary steps to remain in compliance with any applicable securities laws.
No-Action Letter. At the request of the Purchaser, the Company agrees to file with the Commission as soon as practicable after the Closing, but in no event later than the 120th day after the Closing, a request for a no-action letter to the effect that the Company may file a shelf registration statement under the Securities Act to register the offer and sale by the Company of the Warrant Shares and Other Warrant Shares after the occurrence of a Purchase Event (as defined in the Warrant Agreement and Other Warrant Agreement, as the case may be) and such filing would not result in the loss of the exemption from the registration requirements under the Securities Act which was relied on by the Company for the offer and sale of any of the Shares, Other Shares, Warrants or Other Warrants. The Purchaser agrees to reimburse the Company for reasonable fees, disbursements and expenses of one counsel retained in connection with such no-action letter.
No-Action Letter. Purchaser agrees that it will submit to the SEC staff the No-Action Letter referred to in Section 7.2(g) not later than 30 days after the entry of the Approval Order, and that such no-action request will be substantially in the form of Exhibit E and will reflect the structure described in Exhibit D. To the extent that the SEC staff has not indicated (either orally or in writing) that they are prepared to issue the No-Action Letter substantially on the terms requested within 90 days after it is submitted to SEC, Purchaser agrees that it will promptly, but in no event later than the third Business Day following the expiration of such 90 day period, contact the SEC staff and (following consultations with the SEC staff over a period not to exceed fourteen (14) days) offer to modify (either orally or in writing) any provisions of the no-action request to the extent that the SEC staff has objected or expressed material concerns (including any concern that any provision raises a policy issue that has not been resolved) with respect to any of such provisions to request no-action relief on the basis that such provisions shall be modified to be consistent with previously issued no-action letters of the SEC staff, as reasonably determined by the SEC staff. If the SEC staff has not objected to any specific provisions of the no-action request or expressed concern with respect thereto as set forth above, Purchaser will ask the SEC staff to specify which if any of the provisions of the no-action request to which the SEC staff objects and (following consultations with the SEC staff over a period not to exceed fourteen (14) days) will offer to modify those provisions to the extent specified above. If the SEC staff does not agree to issue the No-Action Letter on the terms requested after the Purchaser has offered the concessions specified above, Purchaser agrees that it will, without further delay, continue to offer to modify any other provisions of the no-action request to the extent the SEC staff reasonably indicates that such provisions are inconsistent with prevailing precedent.
No-Action Letter. Notwithstanding anything else in this Agreement, if: (a) the Company obtains from the Commission (or comparable regulatory agency in case of Registration in a jurisdiction other than the United States) a "no-action" letter in which the Commission or such comparable regulatory agency has indicated that it will take no action if, without Registration under the Securities Act or comparable law, any Holder disposes of Registrable Securities covered by any request for Registration made under Section 7 of this Agreement in the specific manner in which the Holder proposes to dispose of Registrable Securities included in that request (such as including, without limitation, inclusion of the Registrable Securities in an underwriting initiated by either the Company or the Holders) and that the Registrable Securities may be sold to the public without Registration in accordance with an established procedure or Rule-based "safe harbor" without unreasonable legal risk or uncertainty, then the Registrable Securities included in the request shall not be eligible for Registration under this Agreement. Any Registrable Securities not so disposed of shall be eligible for Registration in accordance with the terms of this Agreement with respect to other proposed dispositions to which this Section 15 does not apply. The Registration rights of the Holders of Registrable Securities set forth in this Agreement are conditioned upon the conversion of the Registrable Securities with respect to which Registration is sought into Ordinary Shares prior to the effective date of the Registration Statement.
No-Action Letter. If the Company shall have obtained from the SEC a "no-action" letter in which the SEC has indicated that it will take no action if, without registration under the Act, a Holder disposes of the Registrable Securities covered by any request made under Section 7.1. in the manner in which it proposes to dispose of the Registrable Securities included in such request, or, if in the opinion of counsel for the Company, concurred in by counsel for the Holder, no registration under the Act is required in connection with such disposition, the Company need not comply with such request or requests; provided, however, that the Company shall not be relieved of its obligations under Section 7 unless the aforementioned "no-action" letter or opinion of counsel for the Company shall have been mailed by the Company to the Holder within thirty (30) days after the Company's receipt of the request or requests.
No-Action Letter. FECI shall provide Xx. Xxxxxx, on behalf of the Contributors, and his counsel with a copy of the no-action letter referred to in Section 9.01(e) and any other written communication with the SEC and/or its staff relating thereto a reasonable period of time prior to submitting such no-action request or other written communication to the SEC and/or its staff and will use its commercially reasonable efforts to make any and all changes to such no-action request or other written communication as are requested by Xx. Xxxxxx, on behalf of the Contributors, and determined to be appropriate by FECI’s counsel.
No-Action Letter. Notwithstanding anything else in this Agreement, if the Company shall have obtained from the Commission a "no-action" letter in which the Commission has indicated that it will take no action if, without Registration under the Securities Act, any Holder disposes of Registrable Securities covered by any request for Registration made under this Agreement in the specific manner in which such Holder proposes to dispose of the Registrable Securities included in such request (such as including, without limitation, inclusion of such Registrable Securities in an underwriting initiated by either the Company or the Holders), or if in the written opinion of counsel for the Company concurred in by counsel for such Holder, which concurrence shall not be unreasonably withheld, no Registration under the Securities Act is required in connection with such disposition, the Registrable Securities included in such request shall not be eligible for Registration under this Agreement; provided, however, that any Registrable Securities not so disposed of shall be eligible for Registration in accordance with the terms of this Agreement with respect to other proposed dispositions to which this Section 11 does not apply.
No-Action Letter. Seller agrees to prepare and file with the SEC a ---------------- request for the issuance by the SEC of a "no action" letter (the "No-Action Letter"). The No-Action Letter shall be to the effect that, based on the transactions and relationships contemplated by this Agreement, including the issuance by the Purchaser of the Securities as provided in Article I, and the Securityholders' Agreement, the SEC will not take any action to assert that Seller, Enron NW Assets or any Designated Transferee will, upon consummation of the transactions contemplated by this Agreement, become a "holding company" for purposes of PUHCA or an "affiliate" of Purchaser or any "subsidiary" of Purchaser (including PGE and NW Natural) for purposes of PUHCA.
