IMPAIRMENT OF CAPITAL Sample Clauses

IMPAIRMENT OF CAPITAL. If even after giving effect to the provisions of Section 7.1 hereof, the Company is prohibited by the terms of any of the financing agreements of the Company or any of its Subsidiaries with their lenders from issuing a promissory note for the balance of the repurchase price as contemplated by Section 7.1 or is prohibited by law from repurchasing any Shares which it is obligated or has elected to repurchase hereunder due to any existing or prospective impairment of its capital, the closing of such repurchase shall be delayed until the first date on which the Company is permitted by the terms of any such financing agreements to repurchase such Shares and has sufficient capital to lawfully repurchase such Shares (the "Delayed Closing Date"). In the event of any such delay, (i) the Company will be obligated to pay, on the Delayed Closing Date, interest on the repurchase price for such Shares, at the rate of five percent (5%) per annum from the date on which the closing of the repurchase of such Shares was originally scheduled to occur to the Delayed Closing Date, and (ii) the Stockholder shall remain bound by the restrictions on Transfer contained herein during such delay; provided, that the Company shall not be required to issue a promissory note to evidence its payment obligation to the extent such issuance is prohibited by the terms of any such financing agreements.
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IMPAIRMENT OF CAPITAL. If, even after giving effect to the provisions of Section 7.1(a) hereof, the Company is prohibited by law from repurchasing any Shares which it is entitled to repurchase hereunder due to any existing or prospective impairment of its capital, the closing of such repurchase shall be delayed until the first date on which the Company has sufficient capital to lawfully repurchase such Shares (the "Delayed Closing Date"), and when ------- ------- ---- completed, any payments of the repurchase price shall be applied pro rata in accordance with the proviso to Section 7.1(a) above. In the event of any such delay of a closing (other than a closing described in Section 7.1(a)(x) above), the Company will be obligated to pay, on the Delayed Closing Date, interest on the repurchase price for such Shares, at the Prime Rate as published from time to time in the "Wall Street Journal" from the date on which the closing of the repurchase of such Shares was originally scheduled to occur to the Delayed Closing Date.
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IMPAIRMENT OF CAPITAL. If, even after giving effect to the provisions of Section 5.1 above, the Company is prohibited by law from repurchasing any Shares, or other Common Stock or Common Stock Equivalents, which it is obligated pursuant to the put to repurchase hereunder due to any existing or prospective impairment of its capital, the closing of such repurchase shall be delayed until the first date on which the Company has sufficient capital to lawfully repurchase such Shares, or other Common Stock or Common Stock Equivalents (the "Delayed Closing Date"). In the event of any such delay, (a) the Company will be obligated to pay, on the Delayed Closing Date, interest on the repurchase price for such Shares, or other Common Stock or Common Stock Equivalents, at the Prime Rate from the date on which the closing of the repurchase of such Shares, or other Common Stock or Common Stock Equivalents, was originally scheduled to occur to the Delayed Closing Date, and (b) the Stockholder shall remain bound by the restrictions on Transfer contained herein during such delay.
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IMPAIRMENT OF CAPITAL. If, even after giving effect to the provisions of Section 7.1 hereof, the Company is prohibited by the terms of any of the Senior Debt Documents from issuing a promissory note for the balance of the repurchase price as contemplated by Section 7.1 or is prohibited by law from repurchasing any of the Shares which it is obligated to repurchase hereunder due to any existing or prospective impairment of its capital, the closing of such repurchase shall be delayed until the first date on which the Company is permitted by the terms of any such Senior Debt Documents to repurchase such Shares and has sufficient capital to lawfully repurchase such Shares (the "Delayed Closing Date"). Where practicable, the Company will continue to use all reasonable efforts to obtain any necessary consents or waivers from the Company's or its Subsidiaries' Lenders to permit the closing to occur in accordance with Section 7.1. In the event of any such delay, (i) the Company will be obligated to pay, on the Delayed Closing Date, interest on the repurchase price for such Shares (x) at the rate of five percent (5%) per annum for the first year from the date on which the closing of the repurchase of such Shares was originally scheduled to occur to the Delayed Closing Date, (y) at a rate of seven and one half percent (7.5%) per annum for the second year from the date on which the closing of the repurchase of such Shares was originally scheduled to occur to the Delayed Closing Date and (z) at a rate of ten percent (10%) per annum thereafter until the Delayed Closing Date and (ii) the Stockholder shall remain bound by the restrictions on Transfer contained herein during such delay; provided, that the Company shall not be required to issue a promissory note to evidence its payment obligation to the extent such issuance is prohibited by the terms of such Senior Debt Documents. If the Company issues to the Stockholder a promissory note in connection with the closing of the repurchase of the Shares on the Delayed Closing Date, the initial interest rate for such promissory note will be determined as if such promissory note was issued on the date interest began accruing on the repurchase price for the Shares under this Section 7.2.
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IMPAIRMENT OF CAPITAL. Each party agrees that the Company’s ability to exercise its Repurchase Right hereunder shall not be prevented by any statutory requirement regarding the capital resources of the Company, and if the Company should not be permitted to make such repurchase because its capital is deemed to be impaired under Delaware law or otherwise, then such Unvested Shares that the Company elects to repurchase shall be transferred to the Company by Employee without any obligation for Company payment.
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IMPAIRMENT OF CAPITAL. If, even after giving effect to the provisions of Section 5.1 above, the Company is prohibited by law from repurchasing any securities which it is obligated or has elected to repurchase hereunder due to any existing or prospective impairment of its capital, the closing of such repurchase shall be delayed until the first date on which the Company has sufficient capital to lawfully repurchase such securities (the "DELAYED CLOSING DATE"). In the event of any such delay, (a) the Company will be obligated to pay, on the Delayed Closing Date, interest on the repurchase price for such securities, at the Imputed Rate from the date on which the closing of the repurchase of such securities was originally scheduled to occur to the Delayed Closing Date, and (b) the Stockholder shall remain bound by the restrictions on Transfer contained herein during such delay.
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IMPAIRMENT OF CAPITAL. As of the date hereof, the capital of the Company is not impaired. The Company’s redemption of the Preferred Shares will not cause impairment of the capital of the Company.
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Related to IMPAIRMENT OF CAPITAL

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

  • Reduction of capital If the Borrower reduces its committed or subscribed capital; or

  • Return of Capital Except pursuant to the rights of Redemption set forth in Section 8.6, no Limited Partner shall be entitled to the withdrawal or return of his or her Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. No Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return of Capital Contributions, or as otherwise expressly provided in this Agreement, or as to profits, losses, distributions or credits.

  • Withdrawals of Capital No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

  • Reduction or loss of capital a meeting is convened by any Security Party for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital; or

  • Composition of Capital Accounts A separate capital account shall be maintained by the Partnership for each Partner in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations promulgated thereunder. There shall be credited to each Partner’s capital account (i) the amounts of money contributed by the Partner to the Partnership, (ii) the fair market value of property contributed by the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code), and (iii) allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax, as computed for book purposes, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g), as set forth pursuant to Section 5.5 of this Agreement. Each Partner’s capital account shall be decreased by (i) the amount of money distributed to the Partner by the Partnership, (ii) the fair market value of property distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to pursuant to Section 752 of the Code), (iii) allocations to such Partner of expenditures of the Partnership described in Section 705(a)(2)(B) of the Code, and (iv) allocations of Partnership loss and deduction (or items thereof), including loss or deduction, computed for book purposes, as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g), as set forth pursuant to Section 5.5 of this Agreement. If the General Partner also acquires a Limited Partnership Interest in the Partnership, it shall nonetheless have a single capital account that reflects both its interest as a General Partner and its interest as a Limited Partner. If a Partner owns more than one Partnership Interest, such Partner shall nonetheless have a single capital account that reflects all Partnership Interests of such Partner.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Status of Capital Contributions (a) No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise specifically provided in this Agreement.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Investment of Cash In connection with this Agreement, Customer may issue standing Instructions to invest Cash in one or more sweep investment vehicles. Such investment vehicles may be offered by a BNY Mellon Affiliate or by a client of BNY Mellon, and BNY Mellon may receive compensation therefrom. By making investment vehicles available, BNY Mellon and its Affiliates will not be deemed to have recommended, endorsed or guaranteed any such investment vehicle in any way or otherwise to have acted as a fiduciary or agent for, or on behalf of, Customer, its investment manager or any Account. BNY Mellon will have no liability for any loss incurred on any such investments. Customer understands that Cash may be uninvested if it is received or reconciled to an Account after the applicable deadline to be swept into Customer’s selected investment vehicle.

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