Common use of Surviving Corporation After the Merger Clause in Contracts

Surviving Corporation After the Merger. At and immediately after the Effective Time, and after giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof), the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities on its debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur indebtedness beyond its ability to pay such debts as they mature.

Surviving Corporation After the Merger. At and immediately after the Effective Time, Time and after giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof)of the Merger and after giving effect to the financing for the Merger and the use of proceeds therefrom, the Surviving Corporation will not (ia) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities on its debts as they maturebecome due), (iib) have unreasonably small capital with which to engage in its business or (iiic) have incurred or plan to incur indebtedness debts beyond its ability to pay such debts as they maturebecome absolute and matured.

Surviving Corporation After the Merger. At and immediately after the Effective Time, Time and after and giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof)of the Merger and after and giving effect to the financing contemplated by the Financing Commitments, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities liability on its debts as they maturebecome absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur indebtedness debts beyond its ability to pay such debts as they maturebecome absolute and matured.

Surviving Corporation After the Merger. At and immediately after the Effective Time, Time -------------------------------------- and after giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof)of the Merger and after giving effect to the financing for the Merger and the use of proceeds therefrom, the Surviving Corporation will not (ia) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities on its debts as they maturebecome due), (iib) have unreasonably small capital with which to engage in its business or (iiic) have incurred or plan to incur indebtedness debts beyond its ability to pay such debts as they maturebecome absolute and matured.

Surviving Corporation After the Merger. At and immediately after the Effective Time, and after giving effect to the Merger Merger, the Financing and the any other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's ’s assets and liabilities as a result thereof), the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities on its debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur indebtedness in debts beyond its ability to pay such debts as they mature.

Surviving Corporation After the Merger. At and immediately after the Effective Time, ---------------------------------------- Time and after giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof)of the Merger and after giving effect to the financing for the Merger and the use of proceeds therefrom, the Surviving Corporation will not (ia) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities on its debts as they maturebecome due), (iib) have unreasonably small capital with which to engage in its business or (iiic) have incurred or plan to incur indebtedness debts beyond its ability to pay such debts as they maturebecome absolute and matured.

Surviving Corporation After the Merger. At and immediately after the Effective Time, Time and after and giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof)of the Merger and after and giving effect to the financing of the Merger and the use of the proceeds therefrom, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities liability on its debts as they maturebecome absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur indebtedness debts beyond its ability to pay such debts as they maturebecome absolute and matured.

Surviving Corporation After the Merger. At and -------------------------------------- immediately after the Effective Time, and after giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof), the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities on its debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur indebtedness beyond its ability to pay such debts as they mature.

Surviving Corporation After the Merger. At and immediately after the Effective Time, Time and after giving effect to the Merger and the other transactions contemplated in connection therewith (and any changes in the Surviving Corporation's assets and liabilities as a result thereof)of the Merger and after giving effect to the financing contemplated by the Commitment Letter, the Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the present fair saleable value of its assets will be less than the amount required to pay its probable liabilities liability on its debts as they maturebecome absolute and matured), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred or plan to incur indebtedness debts beyond its ability to pay such debts as they maturebecome absolute and matured.