Solvency Letter. (a) Parent shall use its reasonable efforts to deliver to the Board of Directors of the Company prior to the Closing a letter ("Solvency Letter") from an independent third party selected by Parent and reasonably satisfactory to the Company (the "Appraiser") attesting that, immediately after the Effective Time, the Surviving Corporation: (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) will have adequate capital with which to engage in its business; and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the Merger and certain other financial information to be provided to the Appraiser by Parent and the Company and after giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and the financing relating thereto. Subject to the foregoing, the Solvency Letter shall be in form and substance reasonably satisfactory to the Company. Except with the prior written consent of the Company's Board of Directors, Parent will not consummate the Merger unless and until such Board of Directors shall have received the Solvency Letter.
(b) Parent will request the Appraiser to deliver the Solvency Letter as promptly as practicable. The parties agree to cooperate with the Appraiser in connection with the preparation of the Solvency Letter, including, without limitation, providing the Appraiser with any information reasonably available to them necessary for the Appraiser's preparation of such letter.
Solvency Letter. The Board of Directors of the Company shall have received the Solvency Letter referred to in Section 5.10.
Solvency Letter. Parent shall deliver to the Board of Directors of the Company any solvency letter from any third party appraisal or similar firm that Parent provides to the providers of the financing under the Financing Commitment.
Solvency Letter. Each of the Company Board and the MergerCo Board shall have received the Solvency Letter.
Solvency Letter. 40 Unvested Stock Stock Option Plans, ..........8
Solvency Letter. The parties shall engage, at the expense of the Company (except that, if the Closing does not occur, the Company and Acquisition Sub shall share such expense equally), an appraisal firm of national reputation reasonably acceptable to Parent and the Company to deliver a letter in a form reasonably acceptable to the Special Committee and addressed to the Company Board (and on which the Special Committee shall be entitled to rely), the respective Boards of Directors of Parent and Acquisition Sub and, if requested by them, the Lenders, supporting the conclusion that immediately after the Effective Time, and after giving effect to the Merger and the other transactions contemplated hereby, including the Financing, any Substitute Debt Financing and the payment of the Required Cash Amount, the Company will be Solvent (or the equivalent thereof, as determined in the reasonable discretion of Parent and the Company) (such letter, the "Solvency Letter"). Without limiting the generality of the foregoing, each of Parent and the Company shall use their respective reasonable best efforts to (i) make available their respective officers, agents and other representatives on a customary basis and upon reasonable notice and (ii) provide or make available such information concerning the business, properties, Contracts, assets and liabilities of the Company as may reasonably be requested by such appraisal firm in connection with delivering such Solvency Letter.
Solvency Letter. Acquisition shall have caused the valuation --------------- firm which has delivered a solvency letter to the financial institutions providing the debt financing for the Merger (or, if no such letter has been provided thereto, a valuation firm reasonably acceptable to the Company) to have delivered to the Company a letter addressed to its Board of Directors in form and substance reasonably satisfactory thereto as to the solvency of the Company and its Subsidiaries after giving effect to the Merger, the financing arrangements contemplated by Acquisition with respect to the Merger and the other transactions contemplated hereby.
Solvency Letter. Parent shall have delivered to the Company and the Company’s Board of Directors the Solvency Letter pursuant to Section 5.13.
Solvency Letter. (a) Merger Sub shall use all reasonable efforts to deliver to the Board of Directors, prior to the consummation of the Merger, a copy of any letter relating to the solvency of the Surviving Corporation delivered to the banks or financial institutions providing the Debt Financing. If no such letter is obtained in connection with the Debt Financing, Merger Sub shall use reasonable best efforts to obtain from an independent third party selected by Merger Sub (the "Appraiser") a letter attesting that, immediately after the Effective Time, the Surviving Corporation (i) will be solvent (in that both the fair value of its assets is not less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (ii) will have adequate capital with which to engage in its business, and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they become absolute and matured, based upon the proposed financing structure for the Merger and certain other financial information to be provided to the Appraiser by Merger Sub and the Company and after giving effect to any changes in the Surviving Corporation's assets and liabilities as a result of the Merger and the financing relating thereto, provided that such obligation of Merger Sub shall not require it to agree to any terms with respect to the Equity Financing or the Debt Financing which it is not otherwise obligated to agree to pursuant to this Agreement.
(b) Merger Sub shall deliver a copy of the Solvency Letter (if obtained) to the Company and use its reasonable best efforts to have it addressed to the Board of Directors and such other parties as Merger Sub shall determine. The parties hereto shall cooperate in connection with the preparation of the Solvency Letter, including, without limitation, providing any information reasonably available to them necessary for the preparation of such letter, including any preparation thereof by the Appraiser. As used herein, "Solvency Letter" shall refer to the letter described in the first sentence of Section 5.10(a) or, if no such letter is obtained, the letter described in the second sentence of Section 5.10(a).
Solvency Letter. The Solvency Letter executed by the Appraiser and addressed to the Company and the Board of Directors of the Company;
