definiens: means that the sum of the debts and other probable Liabilities of the Companyexceeds the present fair saleable value of the Company ’s assets . Immediately after giving effect to the transactionscontemplated by this Agreement and the Transaction Documents ( i ) the Company will be able to pay its Liabilities as theybecome due in the normal course of its business ; ( ii ) the Company will not have unreasonably small capital with which toconduct its present or proposed business ; ( iii ) the Company will have assets ( calculated at fair market value ) that exceed itsLiabilities ; and ( iv ) taking into account all pending and threatened litigation, final judgments against the Company in actionsfor money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, the Company will beunable to satisfy any such judgments promptly in accordance with their terms ( taking into account the maximum probableamount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered ) aswell as all other obligations of the Company then due by the Company . Immediately after giving effect to the transactionscontemplated by this Agreement and the Transaction Documents, the cash available to the Company, after taking into accountall other expected uses of such cash, will be sufficient to pay all such debts and judgments promptly in accordance with theirterms