Adequate Surplus. The Board of Directors of the Company shall be reasonably satisfied that, after giving effect to the Restructuring, (i) the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (ii) the Company's surplus will be sufficient to permit, without violation of Section 170 of the DGCL, the Company Distribution.
Appears in 3 contracts
Samples: Merger Agreement (Westinghouse Electric Corp), Distribution Agreement (Gaylord Entertainment Co /De), Merger Agreement (Gaylord Entertainment Co)
Adequate Surplus. The Board Boards of Directors of the Company and Holdings shall be reasonably satisfied that, after giving effect to the RestructuringDistribution, (i) the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (ii) the Company's surplus will be sufficient to permit, without violation of Section 170 of the DGCL, the Company Distribution.
Appears in 1 contract
Samples: Distribution Agreement (Insignia Financial Group Inc /De/)
