Seller Required Regulatory Approvals definition

Seller Required Regulatory Approvals means (i) the filings by Parent, Seller and Buyer required by the HSR Act in connection with the transactions contemplated by this Agreement, the Asset Purchase Agreement and the Merger Agreement, and the expiration or earlier termination of all waiting periods under the HSR Act, and (ii) the approvals set forth on Schedule 1.1-E.

Seller Required Regulatory Approvals shall have the meaning set forth in Section 5.3(b) hereof.

Seller Required Regulatory Approvals means the Required Regulatory Approvals set forth in Schedule 4.3(b).

Examples of Seller Required Regulatory Approvals in a sentence

• This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by Seller and, assuming that this Agreement and the Ancillary Agreements constitute valid and binding agreements of Buyer and each other party thereto, subject to the receipt of the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, constitute valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms.

• Subject to Section 1.10, all Seller Required Regulatory Approvals and Purchaser Required Regulatory Approvals shall have been duly obtained, made or given and shall be in full force and effect and shall be a Final Order, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements, including under the HSR Act, shall have occurred.

• Nothing in this Agreement shall require Seller to institute litigation or to pay or agree to pay any sum of money or make financial accommodations (other than the payment or incurrence of customary expenses and filing or other fees) in order to obtain any necessary consent, approval or authorization including, without limitation, the Seller Required Regulatory Approvals.

• This represents a slight reduction from the original exchange ratio of 0.3905.

• The Seller Required Regulatory Approvals in Schedule 5.6 and the PGE Required Regulatory Approvals in Schedule 6.5 shall have been made or obtained and shall have become Final Orders.

More Definitions of Seller Required Regulatory Approvals

Seller Required Regulatory Approvals shall have the meaning set forth in Section 5.3(b).

Seller Required Regulatory Approvals means those items listed on Part II of Schedule 5.6.

Seller Required Regulatory Approvals means the Seller FERC Approvals and the consents and approvals described in Schedule 4.1(h).

Seller Required Regulatory Approvals means (i) the approval, if required, of the SEC pursuant to the Holding Company Act, (ii) the filings by Seller and Purchaser required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, (iii) a Final Order(s) of the WUTC approving the transaction and the terms and conditions of each of the Operative Agreements and the respective regulatory treatment of any and all financial impacts thereof, in each case in form and substance satisfactory to Seller in its reasonable discretion, and (iv) a Final Order(s) of the FERC approving the transaction or any aspects thereof over which FERC has jurisdiction, including the approval, if necessary, of the Transmission Service Agreement, in form and substance reasonably satisfactory to Seller.

Seller Required Regulatory Approvals means (i) the approval required by FERC to transfer the FERC licenses associated with the Hydro Units, (ii) the approvals required by the appropriate regulatory agencies to transfer the Transferable Permits, other than any such approvals the failure of which would not materially detract from the value of the Assets as currently used or materially interfere with the ownership, use, operation or maintenance of the Assets, (iii) the approval, if required, of the SEC pursuant to the Holding Company Act, (iv) the filings by Seller and Purchaser required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, and (v) the approval by FERC pursuant to Section 203 and 205, respectively, of the Federal Power Act relating to the transfer of the Assets and the Interconnection Agreement.

Seller Required Regulatory Approvals means the approvals set forth on Schedule 1.1(d), which shall include compliance with and filings under the requirements of the HSR Act.

Seller Required Regulatory Approvals has the meaning set forth in Section 3.04(a).