NO CAPITAL IMPAIRMENT Sample Clauses

NO CAPITAL IMPAIRMENT. The Board of Directors shall not have determined reasonably and in good faith, in accordance with applicable provisions of corporation law, that the capital of NWA Corp. is impaired on such subsequent Closing Date or would otherwise be impaired as a result of the payment by NWA Corp. for the requisite Shares on such subsequent Closing Date within the meaning of the DGCL; PROVIDED, HOWEVER, that NWA Corp. shall purchase the maximum number of the Shares due to be purchased at such subsequent Closing Date as specified in Section 2.1 which can be purchased at the applicable Per Share Price provided in Section 2.1 without impairing its capital; PROVIDED, FURTHER, that in making any such determination as to a capital impairment, the Board of Directors shall, consistent with its fiduciary duties, (a) employ the same methods employed by it at the September 4, 1997 meeting of the Board of Directors (the "SEPTEMBER 4 MEETING") with respect to the transactions contemplated by this Agreement, including engaging an independent financial advisor that regularly engages in rendering opinions to boards of directors concerning the types of issues which typically arise in the report of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx referenced below, who shall provide a similar written presentation and opinion to the Board of Directors, and employ similar analyses and methodologies, as those provided and employed by Xxxxxxxx Xxxxx Xxxxxx & Xxxxx in its report delivered at the September 4 Meeting, and (b) receive such other presentations, opinions, analyses and use methodologies as such financial advisor or the Board of Directors shall then deem reasonably appropriate. NWA Corp. shall provide to KLM copies of the relevant minutes of the Board of Directors' meetings and the written presentations and opinions of such financial advisor(s) which relate to each such subsequent determination as to capital impairment for purposes of subsequent Closing Dates.
Sample 1
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NO CAPITAL IMPAIRMENT. The execution of this Agreement and the performance of the transactions and obligations contemplated hereby will not cause any impairment of the capital of Xxxxxxx within the meaning of Section 160 of the Delaware General Corporation Law and the case law thereunder. Further, the capital of Xxxxxxx is not currently impaired for purposes of the aforementioned Section. This Agreement and the transactions and obligations contemplated hereby will not result in a fraud or injury to the rights of the creditors or shareholders of Xxxxxxx.
Sample 1

Related to NO CAPITAL IMPAIRMENT

  • Collateral Impairment The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against, any of the Collateral or any collateral under a separate security agreement securing any of the Obligations, and such judgment or other process shall not have been, within thirty (30) days from the entry thereof: (i) bonded over to the satisfaction of Lender and appealed; (ii) vacated; or (iii) discharged, or the loss, theft, destruction, seizure or forfeiture, or the occurrence of any material deterioration or impairment of any of the Collateral or any of the Collateral under any security agreement securing any of the Obligations, or any material decline or depreciation in the value or market price thereof (whether actual or reasonably anticipated), which causes the Collateral, in the sole opinion of Lender acting in good faith, to become unsatisfactory as to value or character, or which causes Lender to reasonably believe that it is insecure and that the likelihood for repayment of the Obligations is or will soon be impaired, time being of the essence. The cause of such deterioration, impairment, decline or depreciation shall include, but is not limited to, the failure by the Credit Parties to do any act deemed reasonably necessary by Lender to preserve and maintain the value and collectability of the Collateral.

  • Material Impairment Any event shall occur which shall reasonably cause MLBFS to in good faith believe that the prospect of full payment or performance by the Credit Parties of any of their respective liabilities or obligations under any of the Loan Documents has been materially impaired. The existence of such a material impairment shall be determined in a manner consistent with the intent of Section 1-208 of the UCC.

  • No Impairment The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment.

  • Non-Impairment The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof.

  • Impairment The Master Servicer shall not impair the rights of the Noteholders and Certificateholders in the Contracts.

  • No Impairment of Subordination No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

  • Impairments It is the intention of the parties hereto that the Secured Parties of each Class (and not the Secured Parties of any other Class) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class are unenforceable under applicable law or are subordinated to any other obligations (other than to any First Lien Obligations of any other Class), (ii) any First Lien Obligations of such Class do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class and/or (iii) any Person (other than any Authorized Representative or any Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class, but junior to the Lien on such Shared Collateral securing any First Lien Obligations of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) the existence of any Collateral securing First Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of such Class being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class, and the rights of the Secured Parties of such Class (including the right to receive distributions in respect of First Lien Obligations of such Class pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class. In addition, in the event the First Lien Obligations of any Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to the First Lien Obligations of such Class or the First Lien Documents of such Class shall refer to such obligations or such documents as so modified.

  • Impairment of Collateral Not use any material portion of the Collateral, or permit the same to be used, for any unlawful purpose, in any manner that is reasonably likely to materially adversely impair the value or usefulness of the Collateral, or in any manner inconsistent with the provisions or requirements of any policy of insurance thereon nor affix or install any accessories, equipment, or device on the Collateral or on any component thereof if such addition will materially impair the original intended function or use of the Collateral or such component.

  • Extraordinary Events Regarding Common Stock In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

  • No Dilution or Impairment The Company will not, by amendment of its Certificate of Incorporation or By-Laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all action as may be necessary or appropriate in order to protect the rights of the Holder against dilution, or other impairment.

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