Insufficient Surplus. If the Company shall not have sufficient surplus to permit it lawfully to purchase the Membership Interest under paragraph 14.01, 14.02 or 14.03 of this Agreement at the time of the closing, the other Members may take such action to vote their respective Membership Interests to reduce the capital of the Company or to take such other steps as may be appropriate or necessary in order to enable the Company lawfully to purchase such Membership Interest.
Insufficient Surplus. If at the time the Company is required to make any payment for any Shares to be purchased by it under this Agreement and the Company’s surplus is legally insufficient for that purpose, the entire available surplus of the Company shall be applied to the payment, and the Company and the Shareholders shall promptly take all action which may be permitted by law to increase the capital of the Company or revalue its assets so as to increase its surplus to the extent necessary to permit the payment to be made in full; provided, however, no Shareholder shall be required to make any capital contribution due to the provisions of this Section 10.1 (unless otherwise required by the Board).
Insufficient Surplus. If, at the time of closing, the surplus of the Corporation is less than the total purchase price, then the Corporation and the Shareholder shall take such action which, in the opinion of counsel for the Corporation, will be legally permissible to enable the Corporation to increase its surplus, either by reducing its capital stock or by a reappraisal of its assets, or otherwise, to an amount equal to the total purchase price. Notwithstanding the foregoing, the Corporation shall not be required to take any action which, in the opinion of counsel for the Corporation and its Board of Directors, would cause the capital of an affiliate to become "impaired" as previously defined or adversely impact an affiliate's ability to operate safely and efficiently. Any action taken by the Corporation to increase its surplus pursuant to this Article 7 shall be subject to the prior written approval of the New Jersey Department of Insurance.
Insufficient Surplus. If at any time when the Company elects to exercise an option to purchase any of the shares of Securities hereunder, or shall be obligated to purchase or pay for any of the shares of Securities hereunder, it shall have insufficient surplus to permit it under applicable law to purchase such shares, the Shareholders agree that it shall forthwith take appropriate steps to effect a sufficient reduction of the stated capital of the Company to enable such purchase to be made. In no event shall this provision be deemed to impose on the Shareholders the obligation, directly or indirectly, to invest any additional amounts of the Company (whether by contribution to capital, purchase of additional shares or otherwise).
Insufficient Surplus. In connection with the purchase of any Shares by Exsorbet pursuant to this Agreement, if the surplus of Exsorbet shall prove to be insufficient under then existing laws to allow Exsorbet to purchase all the Shares which APS then elects to sell to Exsorbet, Exsorbet shall, within sixty (60) days of receipt of APS's written notice of intent to exercise their option to sell Shares hereunder, take such action, execute such instruments, and otherwise do whatever may be necessary to increase its surplus to an amount sufficient to authorize the purchase of such Shares, including but not limited to, one or more of the following:
3 4 (a) a recapitalization of Exsorbet so as to reduce its capital and increase its surplus; (b) a reappraisal of the assets of Exsorbet including goodwill, if any, to reflect the market value of such assets on the books of Exsorbet in the event such value exceeds the book value thereof, so as to increase such surplus; or (c) any and all other means or procedures as permitted by law.
Insufficient Surplus. If at any time the surplus of the Corporation be legally insufficient under the laws of the State of New York to enable the Corporation to make any payments hereunder with respect to the shares which it is obligated to purchase, then the shareholders hereto agree that they or their personal representative or representatives shall reduce the capital of the Corporation-in order to create a sufficient surplus to enable said payments to be made. Anything to the contrary notwithstanding, in lieu of effecting a reduction in capital of the Corporation any of the shareholders may elect to contribute to the Corporation a sufficient amount of cash to enable the Corporation to make such payments.
Insufficient Surplus. If at the time Xxxxxxx is required to make payment of the redemption or purchase price of the Stock, its surplus is insufficient for such purpose, then:
12.1. The entire available surplus shall be used to purchase the part of the Stock required to be purchased hereunder; and
12.2. Xxxxxxx shall, and shall use its commercially reasonable efforts to cause the other stockholders of Xxxxxxx (including the Stockholders) to, promptly take all required action to reduce the capital stock of Xxxxxxx to the extent necessary for the redemption or purchase of the subject Stock. Payment for the Stock redeemed or purchased shall be made as determined herein. If Xxxxxxx is unable to reduce its capital stock to the extent necessary for such purchase or redemption, Xxxxxxx shall, and shall use its commercially reasonable efforts to cause the other stockholders of Xxxxxxx (including the Stockholders) to, purchase equal amounts of such unredeemed Stock on the same terms and conditions as Xxxxxxx would have redeemed the Stock if the surplus had been available.
Insufficient Surplus. If the Corporation has insufficient surplus to permit it lawfully to purchase any Stock as provided herein, the Shareholders will promptly cause the Corporation to take all such action as is legally permissible and necessary and appropriate to enable the Corporation lawfully to purchase the Stock, including, without limitation, by reducing the Corporation's capital or revaluing the Corporation's assets, provided that nothing in this Section 10.7 will oblige any Shareholder to provide the Corporation with any funds for that purpose.
Insufficient Surplus. If, at any time the Company is required to -------------------- make any payment for any Shares purchased by it under this Section 2, and such payment is not legally permitted by applicable law, the entire amount legally permitted by applicable law shall be applied to the payment (and the Company shall promptly take all action, if any, that may be permitted by law in order to permit the payment to be made in full). To the extent that any such required payment would violate such law, then the payment shall be postponed until permitted and the amount of any postponed payment shall bear interest on the unpaid balance from time to time outstanding at eight percent (8%) per annum.
Insufficient Surplus. If, at the time the Company is required to pay the purchase price for the Shares of a Shareholder pursuant to this Agreement, the Company's surplus is insufficient for such purposes, then
(i) the entire available surplus shall be used to purchase part of the Shares of the selling Shareholder, or if more than one Shareholder is selling, to purchase pro rata parts of the Shares of all selling Shareholders; and
(ii) the Company and the Shareholders shall promptly take all required action to reduce the stated capital of the Company to the extent necessary for the redemption of the unpurchased Shares at the price determined as provided above. In the event that, after the steps pursuant to clause (ii) above to increase surplus have been taken, the Company is nevertheless without sufficient surplus to pay the purchase price for all of the Shares of the selling Shareholder, then the other Shareholders shall have the option to purchase all or part of the Shares of the selling Shareholder(s) which are not purchased by the Company at the same price. The option shall remain in force for a period of thirty (30) days after it has been determined that the Company is unable to make the payment and may be exercised by the other Shareholders by written notice delivered to the selling Shareholder (or in the case of death, his Estate). The closing of a purchase of Shares by the other Shareholders shall take place at the same time and in the same manner as the purchase by the Company in accordance with this Section 4. In the case of a transfer upon the death of a Shareholder, any Shares of the Decedent which can not be sold to the Company or the other Shareholders in accordance with this Section 4 may be transferred to any person by the last will and testament of the Decedent duly admitted to probate, or pursuant to applicable laws of intestacy, provided, however, that any such transferee of Shares of the Decedent shall, as a condition to such transfer, be required to execute a copy of, and agree to be bound by, this Agreement and any such transferee shall be deemed a "Shareholder" for purposes of the Agreement.
