Sufficient Funds; Solvency Sample Clauses

Sufficient Funds; Solvency. The Escrow Deposit is an amount in cash equal to the Aggregate Cash Merger Consideration. Parent has and, at the Effective Time will have, sufficient funds available (through a capital contribution or debt financing from B R▇▇▇▇ FBR, Inc.) to (a) pay all costs, fees and expenses related to this Agreement and the transactions contemplated hereby and (b) to satisfy the working capital needs and other general corporate requirements of Parent and the Surviving Corporation following the Merger. Parent has delivered to the Company a letter addressed to Parent and the Company, dated as of June 7, 2019, to the effect that B R▇▇▇▇ FBR, Inc. is highly confident of its ability to underwrite, arrange and/or place financing sufficient to provide to Parent, as of the date hereof and at and following the Effective Time, with such funds. Parent and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s or any other person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement. As of the Effective Time, assuming satisfaction of the conditions to the Parent’s obligation to consummate the Merger or waiver of such conditions, and after giving effect to the transactions contemplated by this Agreement, including receipt of any funding from B R▇▇▇▇ FBR, Inc., payment of the Aggregate Cash Merger Consideration, payment by Parent of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby, payment by Parent of all related fees and expenses and satisfaction by Parent of the working capital needs of Parent and the Surviving Corporation following the Merger, Parent will be Solvent as of the Effective Time and immediately following the transactions contemplated hereby. For purposes of this Section 5.10, “Solvent” with respect to Parent means that, as of any date of determination, (i) the amount of the “fair saleable value” of the assets of Parent and its Subsidiaries (including the Surviving Corporation), taken as a whole, exceeds, as of such date, the sum of (A) the value of all “liabilities of Parent and such Subsidiaries, taken as a whole, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with the applicable federal Laws governing determinations of the insolvency of debtors and (B) the amount that will be required to pay the probable liab...

Sufficient Funds; Solvency. At the Closing, Parent and Merger Sub will have sufficient funds to (i) consummate the transactions contemplated by this Agreement on the terms contemplated by this Agreement and to pay the full amount of the Merger Consideration, (ii) pay all transaction fees and expenses of Parent, the Company and their respective Subsidiaries and (iii) satisfy all of their respective obligations under Section 5.11 of this Agreement. Assuming that the representations and warranties of the Company contained in Article 3 of this Agreement are true and correct in all material respects, that the Company complies in all material respects with its obligations under Section 5.1 and that the condition to Closing set forth in Section 6.2(c) is satisfied, immediately after giving effect to the Merger and the other transactions contemplated by this Agreement, (i) the aggregate value of the assets of the Surviving Corporation and its Subsidiaries on a consolidated basis will exceed their total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) at a fair valuation and at fair saleable value; (ii) the Surviving Corporation and its Subsidiaries on a consolidated basis will have the ability to pay their total debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) as they become due in the usual course of their business; and (iii) the Surviving Corporation and its Subsidiaries on a consolidated basis will not have an unreasonably small amount of capital with which to conduct their business.

Sufficient Funds; Solvency. (a) As of the Closing Date, Parent will have, sufficient cash in immediately available funds to pay the Closing Date Merger Consideration (and any amounts included in the calculation thereof (whether added or subtracted), all payments under and any adjustments to the Closing Date Merger Consideration under Section 2.06, and all of its fees and expenses in order to consummate the transactions contemplated by this Agreement. Parent confirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Parent obtain financing for or in connection with the transactions contemplated by this Agreement (any such financing, the “Financing”). (b) As of the Effective Time and immediately after the transactions contemplated hereby, after giving effect to the consummation of the transactions contemplated by this Agreement and the payment of all fees, costs and expenses payable by Parent with respect to the transactions contemplated hereby and in any loans or financing agreements in connection herewith, Parent, the Surviving Corporation and the Subsidiaries, taken as a whole, shall be Solvent.

Sufficient Funds; Solvency. As of the Offer Closing and the Merger Closing, Parent and Merger Sub will have available to them, directly or through one or more Affiliates, sufficient currently-available funds on hand necessary to pay all amounts payable at the Offer Closing and the aggregate Merger Consideration.

Sufficient Funds; Solvency. Parent or Purchaser has sufficient cash, available lines of credit or other sources of immediately available funds sufficient to enable it to purchase all of the Shares outstanding on a fully diluted basis at the Offer Price and to pay all fees and expenses related to, and to consummate, the Transactions. To the extent Purchaser is relying on financing from third parties to consummate the Offer, Purchaser has received binding commitments from such third parties to deliver to Purchaser at the Closing the funds necessary to consummate the purchase of all of the outstanding Shares in accordance with the Offer and to pay the expenses of Purchaser in connection with the transactions contemplated hereby. No such financing or commitments are or will be conditioned upon the pledge, lien, encumbrance, hypothecation, mortgage or other grant of any security interest or right in, or security title or deed to, any asset or property of the Company or its current stockholders, or the deposit of funds by the Company, or subject to any obligation, arrangement or plan under which the Company shall become obligated on such financing or commitment. True and correct copies of such binding commitments have been provided to the Company. Such third parties have the financial wherewithal to provide the funding to which they are committed. Both before and after giving effect to the closing of any such financings, the acceptance and payment of all Shares tendered in the Offer, the Merger, and the consummation of the other transactions contemplated hereunder and the payment and accrual of all transaction costs in connection with the foregoing, Parent, Purchaser, the Company and the Surviving Corporation is and will be Solvent.

Sufficient Funds; Solvency. Purchaser has available to -------------------------- it funds, which together with the amount of the financing contemplated by the commitment letter of Bank of America, N.A,. and Banc of America Securities LLC, dated the date hereof, a copy of which has been provided to Seller (together with the related fee letter, the "Commitment Letter") are sufficient (assuming ----------------- such financing arrangements are funded in full) to enable Purchaser to consummate the transactions contemplated hereby. Prior to the execution of this Agreement, Purchaser has delivered to Seller a true and complete copy of the Commitment Letter which has been fully executed by the parties and which is in full force and effect as of the date hereof. Upon the consummation of the transactions contemplated hereby, (i) Purchaser will not be insolvent as defined in Section 101 of Title 11 of the United States Code, (ii) Purchaser will not be left with unreasonably small capital, (iii) Purchaser will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of Purchaser will not be impaired. The Purchase Price is a reasonably equivalent value in exchange for the Purchased Assets.

Sufficient Funds; Solvency. Purchaser has obtained binding commitments for financing sufficient to permit Purchaser to consummate the transactions contemplated by this Agreement. A true and correct copy of the commitment letter from Co Bank, ACB (such commitment letter or replacement commitment letter as provided in Section 4.5(a), the "Financing Commitment") with respect to such financing has been provided to Sellers. As of the Closing, subject to the availability of funds in the amount and on the terms provided by such Financing Commitment, Purchaser will have sufficient funds available to enable it to consummate the transactions contemplated by this Agreement. Concurrently with the execution of this Purchase Agreement, Providence Equity Partners and Spectrum Equity Investors and an affiliate of Richard Lumpkin have entered into a limited liability company a▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇espect to Homebase Acquisition LLC (the "LLC"), the parent company of the Purchaser, and committed therein to contribute in the aggregate an amount equal to $93 million to the LLC, subject to satisfaction of the closing conditions listed in Sections 6.1 and 6.2. A true and correct copy of such agreement has been provided to Sellers. Upon the consummation of the transactions contemplated hereby, (i) Purchaser will not be insolvent as defined in Section 101 of Title 11 of the United States Code, (ii) Purchaser will not be left with unreasonably small capital, (iii) Purchaser will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of Purchaser will not be impaired. To the Purchaser's knowledge, the Purchase Price is a reasonably equivalent value in exchange for the Shares and the Purchased Assets.

Sufficient Funds; Solvency. EMCORE has (through cash on hand, existing credit arrangements or otherwise) as of the date hereof, and will have at the Closing, sufficient funds to consummate the Contemplated Transactions, including payment by Buyer of the Estimated Cash Purchase Price at the Closing and any fees and expenses of or payable by EMCORE or the Buyer, and to pay all other amounts payable by EMCORE or the Buyer at the Closing and to perform EMCORE’s and the Buyer’s obligations hereunder following the Closing. Immediately after giving effect to the Contemplated Transactions, each of EMCORE, the Buyer and their respective Subsidiaries shall be solvent and shall (a) be able to pay its debts as they become due, (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities), and (c) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the Contemplated Transactions with the intent to hinder, delay or defraud either present or future creditors of the EMCORE or the Buyer.

Sufficient Funds; Solvency. Purchaser is not entering into the Transaction Documents with the intent to hinder, delay or defraud either present or future creditors. Purchaser will at each Closing have the financial resources necessary to consummate the transaction contemplated by this Agreement, and perform all of its respective obligations hereunder, including but not limited to the ability to pay the Purchase Price and any indemnification required hereunder. Purchaser’s obligations hereunder are not contingent upon any third party financing. Purchaser is solvent and both prior to and after consummation of the transactions contemplated hereby will have sufficient funds to operate its business and pay its debts as they become due and will not have unreasonably small capital with which to conduct its business; and no bankruptcy, insolvency, reorganization or similar action or proceeding, whether voluntary or involuntary, is pending, or has been threatened in writing, against Purchaser.