Accounting and Tax Matters. As of the date hereof, neither the Company nor any of its affiliates has taken or agreed to take any action, nor do the executive officers of the Company have any knowledge of any fact or circumstance, that would prevent Parent 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: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (Usf&g Corp), Merger Agreement (St Paul Companies Inc /Mn/)
Accounting and Tax Matters. As of the date hereof, neither the Company it nor any of its affiliates Affiliates has taken or agreed to take any action, nor do the executive officers of the Company its Named Executive Officers have any actual knowledge of any fact or circumstance, that would prevent Parent Keystone 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: Merger Agreement (Keystone Automotive Industries Inc), Merger Agreement (Republic Automotive Parts Inc)
Accounting and Tax Matters. As of the date hereof, neither the Company nor any of its affiliates has taken or agreed to take any action, nor do the executive officers of the Company have any knowledge of any fact or circumstancecircumstance relating to the Company or any of its Subsidiaries, that would prevent Parent 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 (Emergent Group Inc/Ny), Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc)
Accounting and Tax Matters. As of the date hereofof this Agreement, neither the Company nor any of its affiliates Subsidiaries has taken or agreed to take any action, nor do the its executive officers of the Company have any actual knowledge of any fact or circumstance, that would prevent Parent 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: Merger Agreement (Corzon Inc), Merger Agreement (Dci Telecommunications Inc)
Accounting and Tax Matters. (a) As of the date hereof, neither the Company nor any of its affiliates Affiliates has taken or agreed to take any action, nor do the executive officers Responsible Executive Officers of the Company 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 1 contract
Accounting and Tax Matters. As of the date hereof, neither the Company nor nor, to Company's knowledge, any of its affiliates Affiliates has taken or agreed to take any action, nor do the executive officers of the does Company have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" pooling of interests or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Geotel Communications Corp)