Capital Impairment Sample Clauses

Capital Impairment. The parties to this Agreement agree that if a German Guarantor is able to demonstrate that the granting of the guarantee in this Article XI by it (the “German Guarantee”) had, on the date that such German Guarantor became a party to this Agreement, the effect of causing the amount of that German Guarantor’s Net Assets to fall below the amount of its registered share capital (Stammkapital) (or increase an existing shortage of its registered share capital) in violation of Section 30 GmbHG, (such event is hereinafter referred to as a “Capital Impairment”), then the Loan Parties shall demand payment under the German Guarantee from such German Guarantor only to the extent such Capital Impairment would not have occurred.
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Capital Impairment. In the event that Section 160 of the DGCL would be violated by the redemption of any shares of Series 5-A Preferred Stock that are otherwise subject to redemption pursuant to Section V.B., the Company: (i) will redeem the greatest number of shares of Series 5-A Preferred Stock possible without violation of said Section pro rata among the shares of Series 5-A Preferred Stock which are subject to Redemption Notices; (ii) thereafter shall use its best efforts to take all necessary steps in order to remedy its capital structure in order to allow further redemptions without violation of said Section (and not take any action inconsistent with so remedying such capital structure); and (iii) from time to time thereafter as promptly as possible, shall redeem remaining shares of Series 5-A Preferred Stock at the request of the holders to the greatest extent possible without causing a violation of Section 160 of the DGCL.
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Capital Impairment. The parties to this Agreement agree that if a German Guarantor is able to demonstrate that the granting of the guarantee in this Article XI by it (the “German Guarantee”) had, on the date that such German Guarantor became a party to this Agreement, the effect of causing the amount of that German Guarantor’s Net Assets to fall below the amount of its registered share capital (Stammkapital) (or increase an existing shortage of its registered share capital) in violation of Section 30 GmbHG, (such event is hereinafter referred to as a “Capital Impairment”), then the Finance 203
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Capital Impairment. An SBA Super- vised Lender must meet its minimum regulatory capital requirement and avoid capital impairment. Capital im- pairment exists if an SBA Supervised Lender fails to meet its minimum reg- ulatory capital requirement under §§ 120.471, 120.472, and 120.474 for SBLCs or as established by state regulators for NFRLs. An SBA Supervised Lender must provide the appropriate Office of Capital Access official in accordance with Delegations of Authority written notice of any failure to meet its min- imum capital requirement within 30 calendar days of the month-end in which the impairment occurred. Unless otherwise waived by the appropriate Office of Capital Access official in ac- cordance with Delegations of Author- ity in writing, an SBA Supervised Lender may not present any loans to SBA for guaranty until the impairment is cured. SBA may waive the present- ment prohibition for good cause as de- termined by SBA in its discretion. In the case of differences in calculating capital or capital requirements be- tween the SBA Supervised Lender and SBA, SBA’s calculations will prevail until differences between the two cal- culations are resolved.
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Capital Impairment. The parties to this Agreement agree that if the German Enforcement would cause the amount of a German Subsidiary's Net Assets, as calculated pursuant to of Section Error! Reference source not found.(e), to fall below the amount of its registered share capital (Stammkapital) (Begründung einer Unterbilanz) (or increase an existing shortage of its registered share capital (Vertiefung einer Unterbilanz) in violation of section 30 paragraph 1 of the German Limited Liabilities Company Act (GmbHG), (such event is hereinafter referred to as a “Capital Impairment”), then the Collateral Agent may enforce against the German Subsidiary under this Agreement only to the extent such Capital Impairment would not occur and the German Subsidiary shall have a defense (Einrede) against any German Enforcement if and to the extent such Capital Impairment would occur.
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Capital Impairment. In the event that any section of the Massachusetts Corporation Law ("MCL"), would be violated by the redemption of any shares of Series B Convertible Preferred Stock that are otherwise subject to redemption pursuant to Section 3 above, the Company: (i) will redeem the greatest number of shares of Series B Convertible Preferred Stock possible without violation of the MCL; (ii) GTC thereafter shall use its best efforts to take all necessary steps permitted pursuant to this Certificate of Designation and the agreements entered into in connection with the issuance of Series B Convertible Preferred Stock pursuant hereto in order to remedy its capital structure in order to allow further redemptions without violation of the MCL; and (iii) from time to time thereafter as promptly as possible GTC shall redeem shares of Series B Convertible Preferred Stock at the request of the Holders to the greatest extent possible without causing a violation of the MCL.
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Capital Impairment. If the Company shall be prohibited or restricted, during any relevant period, from purchasing this Warrant under this Section 7 by any provision of the corporation laws of the state of its incorporation or other applicable law, then (a) the Company shall give written notice to Holder of such impairment and (b) whether or not such notice is given by the Company, the Put Period shall be extended to expire on the later to occur of (i) the expiration of the original Put Period or (ii) one hundred twenty (120) days after the expiration of such impairment.
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Capital Impairment. The parties to this Agreement agree that if the enforcement of any Guaranty would cause the amount of a German Guarantor's Net Assets (German), as calculated pursuant to of Section 6.09(c)(i), to fall below the amount of its registered share capital (Stammkapital) (Begründung einer Unterbilanz) (or increase an existing shortage of its registered share capital (Vertiefung einer Unterbilanz)) in violation of section 30 paragraph 1 of the German Limited Liabilities Company Act (GmbHG), (such event is hereinafter referred to as a “Capital Impairment”), then Administrative Agent and/or the Beneficiaries may demand payment under such Guaranty from such German Guarantor only to the extent such Capital Impairment would not occur and and the German Guarantor shall, have a defense (Einrede) against any claim under the Guaranty if and to the extent such Capital Impairment would occur.
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Related to Capital Impairment

  • Capital Improvements The Department has identified the following possible opportunities for Capital Improvements:

  • Capital Improvements and Expansion Subject to Section 3.5(b), any site or Premises renovation, expansion or reduction plans and/or capital equipment expenditures with respect to the Practice shall be reviewed and approved by the Joint Planning Board and shall be based upon economic feasibility, productivity and then current market conditions in light of both the particular project and the Group as a whole.

  • Capital Reorganization If and whenever at any time prior to Expiration Date there shall be a reorganization, reclassification or other change of Common Shares outstanding at such time or change of the Common Shares into other shares or into other securities, or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity in which the holders of Common Shares are entitled to receive shares, other securities or property, including cash (any of such events being herein called a “Capital Reorganization”), any Warrantholder who exercises its right to subscribe for and purchase Warrant Shares pursuant to the exercise of the Warrant after the effective date of such Capital Reorganization shall be entitled to receive, and shall accept for the same aggregate consideration in lieu of the number of Warrant Shares to which the Warrantholder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property, including cash, which the Warrantholder would have received as a result of such Capital Reorganization had it exercised its right to acquire Warrant Shares immediately prior to the effective date or record date, as the case may be, of the Capital Reorganization and had it been the registered holder of such Warrant Shares on such effective date or record date, as the case may be, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Sections 13(a) through 13(j), inclusive. No Capital Reorganization shall be completed by the Company unless the foregoing provisions of this Section 13(r) have been complied with to the satisfaction of the Warrantholder and the Warrantholder has confirmed the same in writing to the Company, which confirmation shall not be unreasonably withheld.

  • Capital Lease Any lease of property (real, personal or mixed) which, in accordance with GAAP and Statement No. 13 of the Financial Accounting Standards Board, would be permitted or required to be capitalized on the lessee's balance sheet.

  • Capital Account Restoration No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable year of the Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.

  • Effect of Benchmark Transition Event (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates.

  • Limitation on Capital Expenditures Make or commit to make (by way of the acquisition of securities of a Person or otherwise) any expenditure in respect of the purchase or other acquisition of fixed or capital assets (excluding any such asset acquired in connection with normal replacement and maintenance programs properly charged to current operations) except for:

  • Depreciation Recapture In the event there is any recapture of Depreciation or investment tax credit, the allocation thereof shall be made among the Partners in the same proportion as the deduction for such Depreciation or investment tax credit was allocated.

  • Capital Adjustments and Reorganizations The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

  • Capital Expenditure Make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by Borrower in any fiscal year would exceed the amount set forth on the Schedule;

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