Solvency Letters. Parent or MergerCo shall engage an appraisal firm, reasonably satisfactory to the Company, to deliver a letter (the "Solvency Letter") addressed to the Company, the Company Board, MergerCo and the MergerCo Board (and on which the Company Board and the MergerCo Board shall be entitled to rely), which Solvency Letter shall be reasonably satisfactory to the Company and the Company Board, indicating that immediately after the Effective Time, and after giving effect to the Merger, the financings contemplated by this Agreement and any other of the Transactions, the Surviving Corporation will not (i) be insolvent or (ii) have unreasonably small capital with which to engage in its business. Notwithstanding anything to the contrary in this Agreement, Parent and/or MergerCo shall pay all fees, costs and expenses of such appraisal firm in connection with the preparation and delivery of the Solvency Letter.
Solvency Letters. The Company shall have received a solvency letter, in form and substance and from an independent evaluation firm reasonably satisfactory to it, as to the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Agreement, including all financings contemplated hereby.
Solvency Letters. Each of the Board of Directors of the Company and FSI shall have received a solvency letter, in form and substance and from an independent evaluation firm reasonably satisfactory to it, as to the solvency of the Company and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Agreement, including all financings contemplated hereby.
Solvency Letters. Each of the Board of Directors of the Company and MergerCo shall have received a copy of a solvency letter addressed to it, in form and substance and from an independent evaluation firm reasonably satisfactory to it, as to the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Agreement, including all financings contemplated hereby. SECTION
Solvency Letters. The Company Board or Special Committee shall engage an independent appraisal firm to deliver a letter addressed to the Company Board, as to the solvency of the Company and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Agreement, including all financings contemplated hereby.
Solvency Letters. Acquiror shall have delivered letters, in form and substance reasonably satisfactory to Company, attesting to the solvency of the Surviving Corporation individually, and the Surviving Corporation and its Subsidiaries, taken as a whole, immediately before and immediately after giving effect to the Merger, from its chief financial officer.
Solvency Letters. 52 7.06. Escrow Agreement ...................................................... 52 ARTICLE VIII TERMINATION 8.01. Termination ........................................................... 52 8.02. Effect on Obligations ................................................. 53 ARTICLE IX MISCELLANEOUS
Solvency Letters. Newco, on behalf of the Surviving Corporation, shall deliver to the Seller Group at the LSH Closing and the Merger the solvency letters with respect to the Company and any of its Subsidiaries delivered by Newco or the Surviving Corporation to the lenders of the Surviving Corporation, which letters shall be addressed to the Seller Group.
Solvency Letters. Newco, on behalf of the Surviving Corporation, shall have delivered to the LS Selling Stockholders the solvency letters required to be delivered pursuant to Section 5.07.
Solvency Letters. Each of the Company Board and the Board of Directors of MergeCo shall have received a solvency letter, in form and substance and from an independent evaluation firm reasonably satisfactory to each such board, as to the solvency of each of: (i) the Company, (ii) Big Flower Press Holdings, Inc., (iii) Big Flower Digital Services, Inc. and (iv) any other Subsidiary which the Company or MergeCo reasonably requests the solvency letter to address, and each of such companies' respective Subsidiaries on a consolidated basis, after giving effect to the transactions contemplated by this Agreement, including all financings contemplated hereby.
