Solvency Letter. (a) Parent shall use its reasonable efforts to deliver to the Board of Directors of the Company prior to the Closing a letter ("Solvency Letter") from an independent third party selected by Parent and reasonably satisfactory to the Company (the "Appraiser") attesting that, immediately after the Effective Time, the Surviving Corporation: (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) will have adequate capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the Merger and certain other financial information to be provided to the Appraiser by Parent and the Company and after giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and the financing relating thereto. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Company. Except with the prior written consent of the Company's Board of Directors, Parent will not consummate the Merger unless and until such Board of Directors shall have received the Solvency Letter.
Solvency Letter. The Board of Directors of the Company shall have received the Solvency Letter referred to in Section 5.10.
Solvency Letter. Each of the Company Board and the MergerCo Board shall have received the Solvency Letter.
Solvency Letter. Parent shall deliver to the Board of Directors of the Company any solvency letter from any third party appraisal or similar firm that Parent provides to the providers of the financing under the Financing Commitment.
Solvency Letter. 40 Unvested Stock Stock Option Plans, ..........8
Solvency Letter. Acquisition shall have caused the valuation --------------- firm which has delivered a solvency letter to the financial institutions providing the debt financing for the Merger (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to its Board of Directors in form and substance reasonably satisfactory thereto as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquisition with respect to the Merger and the other transactions contemplated hereby.
Solvency Letter. Parent shall have delivered to the Company and the Company’s Board of Directors the Solvency Letter pursuant to Section 5.13.
Solvency Letter. On the Closing Date, Syndication Agent, Global Agent and Lenders shall have received a letter from Valuation Research Corporation, dated the Closing Date, and addressed to Syndication Agent, Global Agent and Lenders, in form and substance satisfactory to Syndication Agent and Global Agent and with appropriate attachments.
Solvency Letter. The Solvency Letter executed by the Appraiser and addressed to the Company and the Board of Directors of the Company;
Solvency Letter. On the Closing Date, Syndication Agent, Administrative Agent and Lenders shall have received a solvency certificate from the chief financial officer of Company dated the Closing Date and addressed to Syndication Agent, Administrative Agent and Lenders, in form and substance satisfactory to Syndication Agent and Administrative Agent and with appropriate attachments.
