Common use of Accounting and Tax Matters Clause in Contracts

Accounting and Tax Matters. To Acquiror's knowledge, neither Acquiror nor any of its Affiliates has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken or agreed to be taken by the Company or any of its Affiliates) would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Accounting and Tax Matters. To Acquirorthe Company's knowledge, neither Acquiror the Company nor any of its Affiliates has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken or agreed to be taken by the Company Acquiror or any of its Affiliates) would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Accounting and Tax Matters. To Acquiror's knowledgeNeither the Company nor, neither Acquiror nor to the knowledge of the Company, any of its Affiliates affiliates has taken or agreed to take any action, or knows nor is the Company aware of any circumstancesagreement, plan or other circumstance, that (without regard to any action taken or agreed to be taken or agreed to be taken by the Company or any of its Affiliates) would prevent the Merger from constituting a transaction qualifying as a reorganization within the meaning of under Section 368(a) of the Code.

Accounting and Tax Matters. To Acquiror's knowledgeNeither the Company nor, neither Acquiror nor to the knowledge of the Company, any of its Affiliates affiliates has taken or agreed to take any action, or knows nor is the Company aware of any circumstancesagreement, plan or other circumstance that (without regard to any action taken or agreed to be taken or agreed to be taken by the Company or any of its Affiliates) would prevent the Merger from constituting a transaction qualifying as a reorganization within the meaning of under Section 368(a) of the Code.

Accounting and Tax Matters. To Acquirorthe Company's knowledge, neither Acquiror the Company nor any of its Affiliates has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken or agreed to be taken by the Company Acquiror or any of its Affiliates) would (i) prevent Acquiror from accounting for the business combination to be effected by the Merger as a "pooling of interests" under GAAP and the applicable rules and regulations of the SEC, or (ii) prevent the Merger from qualifying as a reorganization within the meaning of Section Sections 368(a) of the Code.

Accounting and Tax Matters. To Acquiror's knowledgeAs of the date hereof, neither Acquiror the Company nor any of its Affiliates has taken or agreed to take any action, or knows nor do the Responsible Executive Officers of the Company have any knowledge of any circumstancesfact or circumstance, that (without regard to any action taken or agreed to be taken or agreed to be taken by the Company or any of its Affiliates) would prevent the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368(a) of the Code.