Common use of Surviving Corporation After the Merger Clause in Contracts

Surviving Corporation After the Merger. At the Effective Time and after and giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by the Financing Commitments, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured.

Surviving Corporation After the Merger. At the Effective Time -------------------------------------- and after and giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by for the Financing CommitmentsMerger and the use of proceeds therefrom, the Surviving Corporation will not (ia) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matureddue), (iib) have unreasonably small capital with which to engage in its business or (iiic) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured.

Surviving Corporation After the Merger. At and immediately after the Effective Time Time, and after and giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by the Financing Commitmentsthereof), the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability liabilities on its debts as they become absolute and maturedmature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts indebtedness beyond its ability to pay such debts as they become absolute and maturedmature.

Surviving Corporation After the Merger. At the Effective Time and after and giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by of the Financing CommitmentsMerger and the use of the proceeds therefrom, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured.

Surviving Corporation After the Merger. (a) At and immediately after the Effective Time Time, and after and giving effect to the Merger, the Financing and any other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by the Financing Commitmentsthereof), the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability liabilities on its debts as they become absolute and maturedmature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur in debts beyond its ability to pay as they become absolute and maturedmature.

Surviving Corporation After the Merger. At the Effective Time and after and giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by for the Financing CommitmentsMerger and the use of proceeds therefrom, the Surviving Corporation will not (ia) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matureddue), (iib) have unreasonably small capital with which to engage in its business or (iiic) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured.

Surviving Corporation After the Merger. At the Effective Time and after and giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by for the Financing CommitmentsMerger and the use of proceeds therefrom, the Surviving Corporation will not (ia) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matureddue), (iib) have unreasonably small capital with which to engage in its business or (iiic) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured. Section 4.8.

Surviving Corporation After the Merger. At and -------------------------------------- immediately after the Effective Time Time, and after and giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by the Financing Commitmentsthereof), the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability liabilities on its debts as they become absolute and maturedmature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts indebtedness beyond its ability to pay such debts as they become absolute and maturedmature.

Surviving Corporation After the Merger. At the Effective ---------------------------------------- Time and after and giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by for the Financing CommitmentsMerger and the use of proceeds therefrom, the Surviving Corporation will not (ia) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matureddue), (iib) have unreasonably small capital with which to engage in its business or (iiic) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured.

Surviving Corporation After the Merger. At and immediately after the Effective Time Time, and after and giving effect to the Merger, the Financing and any other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's ’s assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by the Financing Commitmentsthereof), the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability liabilities on its debts as they become absolute and maturedmature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur in debts beyond its ability to pay as they become absolute and maturedmature.

Surviving Corporation After the Merger. At the Effective Time and after and giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and after and giving effect to the financing contemplated by the Financing CommitmentsCommitment Letter, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur debts beyond its ability to pay as they become absolute and matured.