Common use of Company’s Auditors Clause in Contracts

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer to comply with applicable SEC regulations, (b) the review of any Company audit or review work papers, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sirf Technology Holdings Inc), Agreement and Plan of Merger (Webex Communications Inc)

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Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, (bii) the review of any Company audit or review work paperspapers for up to the past three (3) complete fiscal years, including the examination of selected interim financial statements and data, data and (ciii) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer Parent or its accountants.

Appears in 2 contracts

Samples: Acquisition Agreement (Broadcom Corp), Merger Agreement And (Broadcom Corp)

Company’s Auditors. The Company will use its commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, and (bii) the review of any Company the Company's audit or review work papers, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors auditors, Deloitte & Touche, to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Broadcom to comply with applicable SEC regulations, (b) the review of any Company audit or review work papers, including the examination of selected interim financial statements and data, data and (c) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer Broadcom or its accountants.

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, regulations and (bii) the review of any Company or predecessor audit or review work papers, including including, as applicable, the examination review of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Essential Therapeutics Inc)

Company’s Auditors. The Company and the Stockholders will use commercially reasonable efforts to cause its management and its independent auditors auditors, to facilitate on a timely basis (aA) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, regulations and (bB) the review of any Company or predecessor audit or review work papers, including including, as applicable, the examination review of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Guitar Center Inc)

Company’s Auditors. The Company will use its commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, and (bii) the review of any Company the Company’s audit or review work paperspapers for up to the past three years, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Stockholders Agreement (Genstar Therapeutics Corp)

Company’s Auditors. (a) The Company will shall use commercially its reasonable best efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, Securities and Exchange Commission regulations and (bii) the review of any Company or predecessor audit or review work papers, including including, as applicable, the examination review of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Merger Agreement (Electronics for Imaging Inc)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Broadcom to comply with applicable SEC regulations, (b) the review of any Company audit or review work papers, including the examination of selected interim financial statements and data, data and (c) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer Broadcom or its accountants.

Appears in 1 contract

Samples: Merger Agreement And (Broadcom Corp)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its the Company's independent auditors accountants, Damitz, Brooks, Nightingale, Turner, and Morissette, to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, regulations and (bii) the review of any Company or predecessor audit or review work papers, including including, as applicable, the examination review of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tegal Corp /De/)

Company’s Auditors. The Company will use its commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, (b) the review of any Company audit or review work papers, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Edwards J D & Co)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors auditors, Ernst & Young LLP, to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Broadcom to comply with applicable SEC regulations, (b) the review of any Company audit or review work papers, including the examination of selected interim financial statements and data, data and (c) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer Broadcom or its accountants.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Broadcom Corp)

Company’s Auditors. The Company will shall use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of historic financial statements (including pro forma financial statements if required) as required to be filed by Acquirer Parent with the SEC following the Closing pursuant to comply with applicable SEC regulations, a Current Report on Form 8-K and (b) the review securing of any Company audit or review work papers, including a binding fee commitment (on terms similar to those in place on the examination date of selected interim financial statements this Agreement) with respect to consents and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably comfort letters requested by Acquirer or its accountantsParent after the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.)

Company’s Auditors. The Company will use commercially reasonable its best efforts to cause its ------------------ management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Buyer to comply with applicable SEC regulations, regulations and (bii) the review of any Company the Company's audit or review work paperspapers for up to the past three years, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metatools Inc)

Company’s Auditors. The Company will use commercially reasonable its best efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer to comply with applicable SEC regulationsParent, (b) the review of any Company audit or review work paperspapers for up to the past three (3) complete fiscal years, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer Parent or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer SciQuest to comply with applicable SEC regulations, (bii) the review of any Company audit or review work papers, papers including the examination of selected interim audited financial statements and data, and (ciii) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer SciQuest or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciquest Inc)

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Company’s Auditors. The Shareholders and the Company will use their commercially reasonable efforts to cause its the Company's management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Buyer to comply with applicable SEC regulations, and (bii) the review of any Company the Company's audit or review work paperspapers for up to the past three years, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smith Micro Software Inc)

Company’s Auditors. The Company will use its commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, and (bii) the review of any Company audit or review work paperspapers for up to the past three (3) years, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.. 5.19

Appears in 1 contract

Samples: Agreement and Plan (Cypress Semiconductor Corp /De/)

Company’s Auditors. The Company will use commercially reasonable ------------------ efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, regulations and (bii) the review of any Company or predecessor audit or review work papers, including including, as applicable, the examination review of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microcide Pharmaceuticals Inc)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its the Company's independent auditors accountants, Xxxxxx Xxxxxxxx LLP, to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, regulations and (bii) the review of any Company or predecessor audit or review work papers, including including, as applicable, the examination review of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hanover Compressor Coc)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer to comply with applicable SEC regulations, (b) the review of any Company audit or review work papers, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Asset Purchase Agreement (Looksmart LTD)

Company’s Auditors. The Company will use commercially reasonable ------------------ efforts to cause its management and its independent auditors to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer SciQuest to comply with applicable SEC regulations, (bii) the review of any Company audit or review work papers, papers including the examination of selected interim audited financial statements and data, and (ciii) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer SciQuest or its accountants.

Appears in 1 contract

Samples: Plan of Merger and Reorganization (Sciquest Com Inc)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, (b) the review of any Company audit or review work papers, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s 's independent accountants as may be reasonably requested by Acquirer Parent or its accountants.

Appears in 1 contract

Samples: Plan of Merger (Sonicblue Inc)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors the Company's Independent Accountants to facilitate on a timely basis (ai) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer Parent to comply with applicable SEC regulations, regulations and (bii) the review of any Company audit or work papers since formation of the Company, including, as applicable, the review work papers, including the examination of selected interim financial statements and data, and (c) the delivery of such representations from the Company’s independent accountants as may be reasonably requested by Acquirer or its accountants.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Broadcom Corp)

Company’s Auditors. The Company will use commercially reasonable efforts to cause its management and its independent auditors to facilitate on a timely basis (a) the preparation of financial statements (including pro forma financial statements if required) as required by Acquirer to comply with applicable SEC regulations, (bi) the review of any Company audit or review work paperspapers for up to the past three years, including the examination of selected interim financial statements and data, and (cii) the delivery of such representations documents or information from the Company’s 's independent accountants as may be reasonably requested by Acquirer Parent or its accountantsaccountants in order for Parent's accountants to render any opinion called for under this Agreement, if any.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)

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