Fraudulent Transfer Laws. Assuming the Company is not Insolvent immediately prior to the Effective Time, and further assuming the representations and warranties of the Company contained in this Agreement are true and accurate in all material respects immediately prior to the Effective Time, the Surviving Corporation will not be Insolvent immediately after the Effective Time (taking into account changes in assets and liabilities of the Surviving Corporation as a result of the Merger). For purposes hereof, an entity will be deemed to be Insolvent if (i) such entity's financial condition is such that either the sum of its debts is greater than the fair value of its assets or the fair saleable value of its assets is less than the amount required to pay its probable liability on existing debts as they mature, (ii) such entity has unreasonably small capital with which to engage in its business or (iii) such entity has incurred liabilities beyond its ability to pay as they become due.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Robertson M G), Agreement and Plan of Merger (Regent University), Agreement and Plan of Merger (International Family Entertainment Inc)
Fraudulent Transfer Laws. Assuming the Company is not Insolvent ------------------------ immediately prior to the Effective Time, and further assuming the representations and warranties of the Company contained in this Agreement are true and accurate in all material respects immediately prior to the Effective Time, the Surviving Corporation will not be Insolvent immediately after the Effective Time (taking into account changes in assets and liabilities of the Surviving Corporation as a result of the Merger). For purposes hereof, an entity will be deemed to be Insolvent if (i) such entity's financial condition is such that either the sum of its debts is greater than the fair value of its assets or the fair saleable value of its assets is less than the amount required to pay its probable liability on existing debts as they mature, (ii) such entity has unreasonably small capital with which to engage in its business or (iii) such entity has incurred liabilities beyond its ability to pay as they become due.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fox Television Stations Inc /De/), Agreement and Plan of Merger (Fox Kids Worldwide Inc)
