Common use of Disqualifying Events Clause in Contracts

Disqualifying Events. ln no event shall Diego Washington be required to consummate or approve the Merger if, on the date of delivery of any Consummation Notice: (a) Diego Delaware is unable, or admits in writing its inability, to pay its debts generally as they mature; (b) Diego Delaware has been dissolved or liquidated; (c) Diego Delaware has commenced a voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law nor or hereafter in effect or consented to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or (d) Diego Delaware is subject to any outstanding injunction , order, decree, ruling , or charge, or is a party, or is threatened to be made a party, to any such action , suit, proceeding, hearing , or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local , or foreign jurisdiction or before any arbitrator that is likely to have a Material Adverse Effect (as defined below) on the business of Diego Delaware. For purposes of this section, “Material Adverse Effect’ shall mean the amount in controversy is greater than l 0% of Diego Delaware’s total assets.

Disqualifying Events. ln In no event shall Diego Washington be required to consummate or approve the Merger if, ; on the date of delivery of any Consummation Notice: (a) Diego Delaware is unable, or admits in writing its inability, to pay its debts generally as they mature; (b) Diego Delaware has been dissolved or liquidated; (c) Diego Delaware has commenced a voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law nor or hereafter in effect or consented to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or (d) Diego Delaware is subject to any outstanding injunction injunction, order, decree, ruling ruling, or charge, or is a party, or is threatened to be made a party, to any such action action, suit, proceeding, hearing hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local local, or foreign jurisdiction or before any arbitrator that is likely to have a Material Adverse Effect (as defined below) on the business of Diego Delaware. For purposes of this section, “"Material Adverse Effect’ " shall mean the amount in controversy is greater than l 010% of Diego Delaware’s 's total assets.

Disqualifying Events. ln In no event shall Diego Washington be required to consummate or approve the Merger if, on the date of delivery of any Consummation Notice: (a) Diego Delaware is unable, or admits in writing its inability, to pay its debts generally as they mature; (b) Diego Delaware has been dissolved or liquidated; (c) Diego Delaware has commenced a voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law nor or hereafter in effect or consented to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or (d) Diego Delaware is subject to any outstanding injunction injunction, order, decree, ruling ruling, or charge, or is a party, or is threatened to be made a party, to any such action action, suit, proceeding, hearing hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local local, or foreign jurisdiction or before any arbitrator that is likely to have a Material Adverse Effect (as defined below) on the business of Diego Delaware. For purposes of this section, “Material Adverse Effect’ ” shall mean the amount in controversy is greater than l 010% of Diego Delaware’s total assets.