Accounting and Tax Matters. (a) As of the date hereof, neither Parent nor any of its Affiliates has taken or agreed to take any action, nor do the Responsible Executive Officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Gliatech Inc), Agreement and Plan of Merger (Youth Services International Inc)
Accounting and Tax Matters. (a) As of the date hereof, neither Parent nor any of its Affiliates affiliates has taken or agreed to take any action, nor do the Responsible Executive Officers executive officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (Usf&g Corp)
Accounting and Tax Matters. (a) As Neither Parent nor, to the knowledge of the date hereofExecutive Officers of the Parent, neither Parent nor any of its Affiliates has taken or agreed to take any action, nor do the Responsible Executive Officers officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Augat Inc), Agreement and Plan of Merger (Thomas & Betts Corp)
Accounting and Tax Matters. (a) As of the date hereof, neither Parent nor any of its Affiliates affiliates has taken or agreed to take any action, nor do the Responsible Executive Officers executive officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc), Agreement and Plan (Emergent Group Inc/Ny)
Accounting and Tax Matters. (a) As To the Knowledge of the date hereofParent, neither Parent nor any of its Affiliates affiliates has taken or agreed to take any action, nor do the Responsible Executive Officers of Parent have any knowledge of any fact or circumstance, action that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" from being accounted for under the pooling of interests accounting method or would prevent the Merger and the other transactions contemplated by this Agreement from constituting a transaction qualifying as a "reorganization" within reorganization under Section 368(a) of the meaning Code. To the Knowledge of Parent, there are no agreements, plans or other circumstances that would prevent the Merger from qualifying under Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (Covance Inc)
Accounting and Tax Matters. (a) As of the date hereof, neither Parent nor any of its Affiliates affiliates has taken or agreed to take any action, nor do does the Responsible Executive Officers Chief Financial Officer of Parent have any knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement or the Voting Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Healthcare Corp)
Accounting and Tax Matters. (a) As of the date hereof, neither Neither Parent nor any of its Subsidiaries -------------------------- or Pooling Affiliates has taken or agreed to take any action, nor do the Responsible Executive Officers of Parent Parent's executive officers have any actual knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" in accordance with the Pooling Requirements or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Stockholder Agreement (Alza Corp)
Accounting and Tax Matters. (a) As of the date hereof, neither Neither Parent nor any of its Affiliates Subsidiaries has taken or agreed to take any action, nor do the Responsible Executive Officers executive officers of Parent have any knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this the Agreement from qualifying as a "reorganizationReorganization" within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Bearing Corp)