Insufficient Corporate Surplus Sample Clauses

Insufficient Corporate Surplus. If, at the time the Corporation is required to make payment of the purchase price for shares pursuant to this Agreement and/or to issue its promissory notes therefor, its surplus is insufficient for such purposes under applicable law, then the Corporation shall promptly take all action necessary and proper under applicable law to increase, to the extent possible, the surplus of the Corporation to permit such payment and/or the issuance of such promissory note. Employee or his personal representative shall perform such acts, execute such instruments, and vote the respective shares in such a manner as may be required to increase the available surplus to an amount sufficient to authorize the purchase of the shares, including, but not limited to, a recapitalization to reduce the capital of the Corporation and increase its surplus or a reappraisal of the assets of the Corporation for the purpose of reflecting the market value.
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Insufficient Corporate Surplus. If the Company is not permitted to purchase such Shares under the California Corporation's Code, then the Company shall not be permitted to elect to purchase pursuant to this Agreement.
Sample 1
Insufficient Corporate Surplus. If the Corporation shall not have sufficient surplus at closing hereunder to permit it to lawfully purchase the Securities pursuant to this agreement, the Shareholders shall promptly take such measures to vote their respective holdings of the shares of Voting Common Stock of the Corporation to reduce the capital of the Corporation or to take such other steps as may be appropriate or necessary in order to enable the Corporation lawfully to purchase and pay for all of the shares of Voting Common
Sample 1
Insufficient Corporate Surplus. If the Company shall not have sufficient surplus to permit it lawfully to purchase all of the Shares, the Deceased Shareholder's personal representative and the Surviving Shareholders shall promptly take such measures to vote their respective holding of the Shares to reduce the capital of the Company or to take such other steps as may be appropriate or necessary in order to enable the Company to lawfully purchase and pay for all of such Shares.
Sample 1
Insufficient Corporate Surplus. If at any time the Company desires to purchase Stock hereunder and the Company does not have sufficient surplus to permit it lawfully to purchase the Stock that it desires to purchase, the Shareholders or their respective personal representatives shall vote their Stock to reduce the capital of the Company or to take such other steps as may be necessary and available in order to enable the Company lawfully to purchase and pay for all the Stock that the Company desires to purchase.
Sample 1
Insufficient Corporate Surplus. If the Corporation does not have sufficient surplus to permit it lawfully to purchase all the shares required to be purchased under this Agreement, the Stockholders; executors or administrators shall promptly take such measures to vote the shares in order to adjust the par value of the Corporation's common stock and the capital of the Corporation or to take such other steps as may be appropriate or necessary in order to enable the Corporation lawfully to purchase and pay for all of the shares so offered for sale and so required to be purchased, including by way of illustration and not by way of limitation, and up-to-date appraisal of the assets of the Corporation.
Sample 1

Related to Insufficient Corporate Surplus

  • Insufficient Insurance Proceeds If the cost of the repair or restoration of the applicable Facility exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant, given within sixty (60) days after Tenant’s notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1. It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.

  • Insufficient Funds If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

  • Excess Cash Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent into which Borrower shall deposit all Excess Cash on each Payment Date during the continuation of a Cash Sweep Period (the “Excess Cash Reserve Account”). Amounts so deposited shall hereinafter be referred to as the “

  • Excess Liquidation Proceeds 21 FDIC..........................................................................................21 FHA...........................................................................................21

  • Reservation and Availability of Capital Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

  • Monies Collected The Manager shall collect all rent and other monies from tenants and any sums otherwise due to the Owner with respect to the Properties in the ordinary course of business. In collecting such monies, the Manager shall inform tenants of the Properties that all remittances are to be in the form of a check or money order. The Owner authorizes the Manager to request, demand, collect and provide receipts for all such rent and other monies and to institute legal proceedings in the name of the Owner for the collection thereof and for the dispossession of any tenant in default under its lease.

  • CHANGE IN CONTROL OF THE CORPORATION Change in Control of the Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Change of Control of the Company A "Change of Control of the Company" shall mean the occurrence of any of the following events:

  • Distributions of Available Cash from Capital Surplus Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

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