Common use of Insufficient Surplus Clause in Contracts

Insufficient Surplus. In connection with the purchase of any Shares by Exsorbet pursuant to this Agreement, if the surplus of Exsorbet shall prove to be insufficient under then existing laws to allow Exsorbet to purchase all the Shares which APS then elects to sell to Exsorbet, Exsorbet shall, within sixty (60) days of receipt of APS's written notice of intent to exercise their option to sell Shares hereunder, take such action, execute such instruments, and otherwise do whatever may be necessary to increase its surplus to an amount sufficient to authorize the purchase of such Shares, including but not limited to, one or more of the following: (a) a recapitalization of Exsorbet so as to reduce its capital and increase its surplus; (b) a reappraisal of the assets of Exsorbet including goodwill, if any, to reflect the market value of such assets on the books of Exsorbet in the event such value exceeds the book value thereof, so as to increase such surplus; or (c) any and all other means or procedures as permitted by law.

Insufficient Surplus. In connection with the purchase of any Shares by Exsorbet pursuant to this Agreement, if the surplus of Exsorbet shall prove to be insufficient under then existing laws to allow Exsorbet to purchase all the Shares which APS then elects to sell to Exsorbet, Exsorbet shall, within sixty (60) days of receipt of APS's written notice of intent to exercise their option to sell Shares hereunder, take such action, execute such instruments, and otherwise do whatever may be necessary to increase its surplus to an amount sufficient to authorize the purchase of such Shares, including but not limited to, one or more of the following: 3 4 (a) a recapitalization of Exsorbet so as to reduce its capital and increase its surplus; (b) a reappraisal of the assets of Exsorbet including goodwill, if any, to reflect the market value of such assets on the books of Exsorbet in the event such value exceeds the book value thereof, so as to increase such surplus; or (c) any and all other means or procedures as permitted by law.