Exemption from Regulation Sample Clauses

Exemption from Regulation. None of Agent, nor any Lender nor any of its “affiliates” (as defined in PUHCA), solely by virtue of the execution, delivery and performance of or the consummation of the transactions contemplated by this Agreement, shall be or become subject to or not exempt from regulation under PUHCA, PURPA, the Federal Power Act, the Natural Gas Act or any applicable law with respect to the regulation of “public service corporations,” “public utilities”, “natural gas companies” or other similar terms; provided that, any exercise of remedies under this Agreement that results in the direct or indirect ownership or control of a project by Agent, any Lender or any of its “affiliates” (as defined in PUHCA) may subject the Agent, any Lender and any of its “affiliates” (as defined in PUHCA) to regulation under PUHCA, the Federal Power Act, the Natural Gas Act or other applicable laws with respect to the regulation of “public service corporations,” “public utilities”, “natural gas companies” or other similar terms.
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Exemption from Regulation. The Seller is exempt from regulation as a “public utility”, as defined in the UCA, with respect to the Seller’s Plant, the transmission of Energy over the Third Party System to the POI, the sale of Energy and Environmental Attributes, and the performance by the Seller of its obligations under this EPA;
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Exemption from Regulation. Take or cause to be taken all necessary or appropriate actions so that (a) each Project will be a QF and (b) each Loan Party (other than Ormat Technologies) and each Project shall not be subject to, or shall be exempt from, financial or organizational regulation as a "public utility company" or "public utility holding company" under PUHCA, the FPA or financial, organizational or rate regulation as a public utility under the laws of the State of California.
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Exemption from Regulation. Borrowers shall take or cause to be taken all necessary or appropriate actions so that (a) (i) SWMP will be an Exempt Wholesale Generator and (ii) the Project will be an Eligible Facility at all times hereunder or (b) SWMP and the Project shall not be subject to, or shall be exempt from, financial or organizational regulation as a "public utility company" or "public utility holding company" under PUHCA or financial, organizational or rate regulation as a public utility under the laws of the Project Jurisdiction and the state of SWMP's formation as presently constituted and as construed by the courts of the Project Jurisdiction and the state of SWMP's formation, and (c) SWMP will be authorized to sell at wholesale electricity at market-based rates. Borrowers shall obtain FERC orders as to the matters set forth in clauses (a) and (c) above by the earlier of (A) such time as SWMP generates electricity and (B) October 1, 2007.
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Exemption from Regulation. Take or cause to be taken all necessary or appropriate actions so that (a) (i) Borrower will be an EWG and (ii) the Project will be an Eligible Facility at all times hereunder or (b) Borrower and the Project shall not be subject to, or shall be exempt from, financial or organizational regulation as a "public utility company" or "public utility holding company" under PUHCA or financial, organizational or rate regulation as a public utility under the laws of the State of Colorado as presently constituted and as construed by the courts of Colorado, and (c) Borrower will be authorized to sell electricity at market-based rates, with all waivers of regulations and blanket authorizations as are customarily granted by the FERC to entities with market-based rate authority.
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Exemption from Regulation. Agent, each Loan Participant, Owner ------------------------- Participant, Owner Trustee and any Affiliate of any thereof shall have obtained all appropriate regulatory or other governmental approvals, licenses or permits of any kind required for their participation in the transactions contemplated by the Operative Documents and the Xxxxxx Agreements and Agent, each Loan Participant, Owner Participant, Owner Trustee and their respective Affiliates (other than HCG and Xxxxxx Services) shall not be subject solely by reason of the transactions contemplated by the Operative Documents and the Xxxxxx Agreements to regulation (i) under the Communications Act, except for direct or derivative obligations to furnish nonburdensome information routinely required of similarly situated Persons or obligations that Lessee has undertaken under any of the Operative Documents or Xxxxxx Agreements or (ii) as an entity offering common carrier communications services or engaged in the use or operation of any apparatus for the transmission of energy, communications or signals by radio by any Federal, state or local regulatory office, commission or agency.
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Exemption from Regulation. Each applicable Project Company shall take or cause to be taken all necessary or appropriate actions so that (a) (i) MEC will be an Exempt Wholesale Generator and (ii) the Mankato Project will be an Eligible Facility at all times hereunder, (b) the Freeport Project will be a Qualifying Facility at all times hereunder, (c) except to the extent provided in the first sentence of Section 4.17, each Project shall not be subject to, or shall be exempt from, financial or organizational regulation as a "public utility company" or "public utility holding company" under PUHCA or financial, organizational or rate regulation as a public utility under the laws of the State of Minnesota in the case of MEC or Texas in the case of FEC, as presently constituted and as construed by the courts of Minnesota and Texas, respectively, (d) MEC will be authorized to sell electricity at market-based rates, with all waivers of regulations and blanket authorizations as are customarily granted by FERC to entities with market-based rate authority, and (e) FEC shall not be subject to regulation as a "public utility" under the FPA.
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Exemption from Regulation. Take or cause to be taken all necessary or appropriate actions so that (a) (i) Borrower will be an EWG and (ii) the Project will be an Eligible Facility at all times hereunder or (b) Borrower and the Project shall not be subject to, or shall be exempt from, financial or organizational regulation as a "public utility company" or "public utility holding company" under PUHCA or financial, organizational or rate regulation as a public utility under the laws of the State of Wisconsin as presently constituted and as construed by the courts of Wisconsin, and (c) Borrower will be authorized to sell electricity at market-based rates, with all waivers of regulations and blanket authorizations as are customarily granted by the FERC to entities with market-based rate authority.
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Exemption from Regulation. MSection 2.08 . If BNYMCM reasonably believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act (applicable to securities with an average daily trading volume value of at least $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Common Shares, it shall promptly notify the Company of such belief and sales of Common Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the reasonable judgment of both parties. If, either immediately prior to delivery of an Issuance Notice or during a Selling Period, the Company reasonably believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Common Shares, it shall promptly notify BNYMCM of such belief and sales of Common Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the reasonable judgment of both parties.
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Related to Exemption from Regulation

  • Exemption from Registration Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D; provided, however, that at the request of and with the express agreements of the Investor (including, without limitation, the representations, warranties and covenants of Investor set forth in Section 4.9 through 4.13), the Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer instructions.

  • Exemption from Registration; Valid Issuances The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Registration Requirements Prior to execution of this Agreement, the PROVIDER will be registered electronically with the State of Florida at XxXxxxxxxXxxxxxXxxxx.xxx. If the parties agree that exigent circumstances exist that would prevent such registration from taking place prior to execution of this Agreement, then the PROVIDER will so register within 21 days from execution. Failure of the PROVIDER to register electronically with the state of Florida will result in non-payment for expenditures by the Department of Financial Services until the PROVIDER has complied. The online registration can be completed at: xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxx.xxx/vms- web/spring/login. The Provider will comply with the applicable requirements regarding registration with the System for Award Management (XXX) (or with a successor government-wide system officially designated by the Federal Office of Management and Budget and the DOJ’s Office of Justice Programs), and to acquire and provide a Data Universal Numbering System (DUNS) number. The Provider will comply with applicable restrictions on subcontractors that do not acquire and provide a DUNS number. The details of Provider obligations are posted on the Office of Justice Programs’ website at xxxxx://xxx.xxx.xxx/funding (Award condition: Registration with the System for Award Management and Universal Identifier Requirements) and are incorporated by reference. This special condition does not apply to the Provider who is an individual and received the grant award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name).

  • Compliance with Registration Requirements; No Stop Order; No Objection from FINRA For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:

  • Compliance with Registration Requirements; No Stop Order; No Objection from NASD For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Common Shares, the Second Closing Date:

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Exemption from Liability Under Section 16(b) Home and Cascade agree that, in order to most effectively compensate and retain Home Insiders, both prior to and after the Effective Time, it is desirable that Home Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Home Common Stock into shares of Cascade Common Stock in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Section 6.7. Assuming Home delivers to Cascade in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Home subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Home Insiders”), the Board of Directors of Cascade and of Home, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause any dispositions of Home Common Stock and Restricted Shares by the Home Insiders, and any acquisitions of Cascade Common Stock, or the stock issued pursuant to Section 1.4, by any Home Insiders who, immediately following the Merger, will be officers or directors of the Surviving Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

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