Solvency and Reasonably Equivalent Value Sample Clauses

Solvency and Reasonably Equivalent Value. Based on the Seller’s representations in the Share Purchase Agreement, the Seller is solvent after giving effect to the transactions contemplated under the Share Purchase Agreement and the transactions authorized by agreements ancillary to the Transaction. The consideration to be provided by the Debtors and received by the Seller in the Transaction is not less than the fair market value of the Target, and fair and reasonable to the Seller, and constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, possession, or the District of Columbia, and the terms and conditions of the Transaction, taken as a whole, are fair to the Seller. The Share Purchase Agreement has been proposed and negotiated in good faith and at arm’s-length and the relief granted herein provides for negotiation of and entry into definitive documentation of the Transaction in good faith and at arm’s-length.
Sample 1
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Related to Solvency and Reasonably Equivalent Value

  • Actuarial Equivalent The Actuarial Equivalent of the payments from the SERP determined under that Plan and this subsection shall be determined by taking into account the reduction for early commencement of benefits imposed by that Plan and by using reasonable actuarial assumptions. For purposes of determining the lump sum actuarial equivalent, the corresponding actuarial assumptions provided in the Retirement Plan (or, to the extent not provided in that Plan, as provided under GATT) shall be used.

  • Current Value Curtailment....................................................

  • Contingent Value Rights 2.1 CVRs.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

  • Exclusion from Compensation Calculation By acceptance of this Agreement, you shall be deemed to be in agreement that the Units covered hereby shall be considered special incentive compensation and will be exempt from inclusion as “wages” or “salary” in pension, retirement, life insurance and other employee benefits arrangements of the Company and its Affiliates, except as determined otherwise by the Company. In addition, each of your beneficiaries shall be deemed to be in agreement that all such shares be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits of any life insurance coverage sponsored by the Company or any of its Affiliates.

  • Lump Sum Deferral Benefits may be paid to the Beneficiary in a single, lump-sum payment.

  • Present Value The term "Present Value" shall have the same meaning as provided in Section 280G(d)(4) of the Code.

  • Death Benefit Amount The Death Benefit Amount as of any Business Day prior to the Annuity Date is equal to the greater of:

  • Currency Equivalent Except as otherwise provided in this Indenture, for purposes of the construction of the terms of this Indenture or of the Securities, in the event that any amount is stated herein in the Currency of one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the amount in the Currency of any other relevant nation (the “Other Currency”) which is required to purchase such amount in the First Currency at the Bank of Canada noon rate as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) on the date of determination.

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