Common use of Covenants Related to Pooling of Interests Clause in Contracts

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend has published (within the meaning of Accounting Series Release No. 135) financial results covering at least thirty (30) days of post-Merger combined operations of Ascend and Cascade (the "Restricted Period") in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory will not sell, exchange, transfer, pledge, distribute, or otherwise dispose of or grant any option, establish any "short" or put- equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's risk relative to (i) any shares of Cascade Common Stock or Ascend Common Stock owned by Signatory or (ii) any shares of Ascend Common Stock received by Signatory in connection with the Merger. (b) Notwithstanding anything to the contrary contained in Section 3(a), Signatory will be permitted, during the Restricted Period, to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's risk relative to any shares of Cascade Common Stock or Ascend Common Stock received by Signatory in connection with the Merger an amount of such shares not more than the de minimis amount permitted by the Commission in its rules and releases relating to pooling-of-interests accounting treatment, subject to the advance concurrence of Ascend and Cascade and each of their independent auditors.

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend Parent has published (within the meaning of Accounting Series Release No. 135Section 201.01 of the Commission's Codification of Financial Reporting Policies) financial results covering at least thirty (30) 30 days of post-Merger combined operations following the Merger of Ascend the Company and Cascade Parent (the "Restricted Period") in the form of a quarterly earnings report), an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory Stockholder will not sell, exchange, transfer, pledge, distribute, distribute or otherwise dispose of or grant any option, establish any "short" or put- equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to (i) any shares of Cascade Common Stock or Ascend Parent Common Stock owned by Signatory or (ii) any shares Stockholder. The parties acknowledge that sales of Ascend Parent Common Stock received by Signatory in connection issuable on exercise of stock options solely to provide for payment of the exercise price of such stock options simultaneously with the Mergerexercise of such stock options shall not constitute such reduction of relative risk. (b) Notwithstanding anything to the contrary contained in Section 3(a2(a), Signatory Stockholder will be permitted, during the Restricted Period, (i) to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to any shares of Cascade Parent Common Stock or Ascend owned by Stockholder (a "Transfer") equal to the lesser of (A) 10% of the Parent Common Stock received owned by Signatory Stockholder and (B) Stockholder=s pro rata portion of 1% of the total number of outstanding shares of Parent Common Stock owned by Stockholder and all other stockholders of Parent (in connection with each of clause (A) and clause (B) above as measured as of the Merger an amount date of such shares not more than the de minimis amount permitted by the Commission in its rules Transfer and releases relating to pooling-of-interests accounting treatment, subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the advance concurrence transferee(s) of Ascend and Cascade and each such charitable contributions or gifts agree(s) in writing to hold such securities for the period specified in Section 2(a). The foregoing does not cover withholding taxes, which would constitute a reduction of their independent auditorsrisk.

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend Parent has published (within the meaning of Accounting Series Release No. 135Section 201.01 of the Commission's Codification of Financial Reporting Policies) financial results covering at least thirty (30) 30 days of post-Merger combined operations of Ascend Parent and Cascade the Company (the "Restricted Period") in the form of a quarterly earnings report), an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory Shareholder will not sell, exchange, transfer, pledge, distribute, or otherwise dispose of or grant any option, establish any "short" or put- equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, or reducing its risk relative to (i) any shares of the Company Common Stock or Parent Common Stock owned by Shareholder or (ii) any shares of Parent Common Stock received by Shareholder in connection with the Merger. (b) Notwithstanding anything to the contrary contained in Section 3(a), Shareholder will be permitted, during the Restricted Period, (ii) to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's risk relative to (i) any shares of Cascade Common Stock or Ascend Common Stock owned by Signatory or (ii) any shares of Ascend Common Stock received by Signatory in connection with the Merger. (b) Notwithstanding anything to the contrary contained in Section 3(a), Signatory will be permitted, during the Restricted Period, to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to any shares of Cascade the Company Common Stock or Ascend Parent Common Stock received by Signatory Shareholder in connection with the Merger an amount (a "Transfer") equal to the lesser of (A) 10% of the Company Common Stock, or equivalent post-Merger Parent Common Stock, owned by Shareholder and (B) Shareholder's pro rata portion of 1% of the total number of outstanding shares of the Company Common Stock, or equivalent post-Merger Parent Common Stock, owned by Shareholder and all other "affiliates" of the Company (in each of clause (A) and clause (B) above as measured as of the date of such shares not more than the de minimis amount permitted by the Commission in its rules Transfer and releases relating to pooling-of-interests accounting treatment, subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the advance concurrence transferee(s) of Ascend and Cascade and each of their independent auditorssuch charitable contributions or gifts agree(s) in writing to hold such securities for the period specified in Section 3(a).

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend Parent has published (within the meaning of Accounting Series Release No. 135Section 201.01 of the Commission's Codification of Financial Reporting Policies) financial results covering at least thirty (30) 30 days of post-Merger combined operations of Ascend the Company and Cascade Parent (the "Restricted Period") in the form of a quarterly earnings report), an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory Stockholder will not sell, exchange, transfer, pledge, distribute, distribute or otherwise dispose of or grant any option, establish any "short" or put- "put"- equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to (i) any shares of Cascade Common Stock or Ascend Parent Common Stock owned by Signatory or (ii) any shares Stockholder. The parties acknowledge that sales of Ascend Parent Common Stock received by Signatory in connection issuable on exercise of stock options solely to provide for payment of the exercise price of such stock options simultaneously with the Mergerexercise of such stock options shall not constitute such reduction of relative risk. (b) Notwithstanding anything to the contrary contained in Section 3(a2(a), Signatory Stockholder will be permitted, during the Restricted Period, (i) to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to any shares of Cascade Parent Common Stock or Ascend owned by Stockholder (a "Transfer") equal to the lesser of (A) 10% of the Parent Common Stock received owned by Signatory Stockholder and (B) Stockholder's pro rata portion of 1% of the total number of outstanding shares of Parent Common Stock owned by Stockholder and all other stockholders of Parent (in connection with each of clause (A) and clause (B) above as measured as of the Merger an amount date of such shares not more than the de minimis amount permitted by the Commission in its rules Transfer and releases relating to pooling-of-interests accounting treatment, subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the advance concurrence transferee(s) of Ascend and Cascade and each of their independent auditorssuch charitable -------- ------- contributions or gifts agree(s) in writing to hold such securities for the period specified in Section 2(a).

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend Parent has published (within the meaning of Accounting Series Release No. 135Section 201.01 of the Commission=s Codification of Financial Reporting Policies) financial results covering at least thirty (30) 30 days of post-Merger combined operations following the Merger of Ascend Parent and Cascade the Company (the "Restricted Period") in the form of a quarterly earnings report), an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory Stockholder will not sell, exchange, transfer, pledge, distribute, distribute or otherwise dispose of or grant any option, establish any "short" or put- equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, or reducing its risk relative to (i) any shares of Company Common Stock owned by Stockholder or (ii) any shares of Parent Common Stock received by Stockholder in connection with the Merger. The parties acknowledge that sales of Parent Common Stock issuable on exercise of stock options solely to provide for payment of the exercise price of such stock options simultaneously with the exercise of such stock options shall not constitute such reduction of relative risk. The foregoing does not cover withholding taxes, which would constitute a reduction of risk. (b) Notwithstanding anything to the contrary contained in Section 3(a), Stockholder will be permitted, during the Restricted Period, (ii) to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's risk relative to (i) any shares of Cascade Common Stock or Ascend Common Stock owned by Signatory or (ii) any shares of Ascend Common Stock received by Signatory in connection with the Merger. (b) Notwithstanding anything to the contrary contained in Section 3(a), Signatory will be permitted, during the Restricted Period, to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to any shares of Cascade Company Common Stock or Ascend Parent Common Stock received by Signatory Stockholder in connection with the Merger an amount (a "Transfer") equal to the lesser of (A) 10% of the Company Common Stock, or equivalent post-Merger Parent Common Stock, owned by Stockholder and (B) Stockholder's pro rata portion of 1% of the total number of outstanding shares of Company Common Stock, or equivalent post-Merger Parent Common Stock, owned by Stockholder and all other stockholders of the Company (in each of clause (A) and clause (B) above as measured as of the date of such shares not more than the de minimis amount permitted by the Commission in its rules Transfer and releases relating to pooling-of-interests accounting treatment, subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the advance concurrence transferee(s) of Ascend and Cascade and each of their independent auditorssuch charitable contributions or gifts agree(s) in writing to hold such securities for the period specified in Section 3(a).

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend Parent has published (within the meaning of Accounting Series Release No. 135Section 201.01 of the Commission's Codification of Financial Reporting Policies) financial results covering at least thirty (30) 30 days of post-Merger combined operations of Ascend the Company and Cascade Parent (the "Restricted Period") in the form of a quarterly earnings report), an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory Stockholder will not sell, exchange, transfer, pledge, distribute, or otherwise dispose of or grant any option, establish any "short" or put- equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to (i) any shares of Cascade Common Stock or Ascend Parent Common Stock owned by Signatory or (ii) any shares of Ascend Common Stock received by Signatory in connection with the MergerStockholder. (b) Notwithstanding anything to the contrary contained in Section 3(a2(a), Signatory Stockholder will be permitted, during the Restricted Period, (i) to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to any shares of Cascade Parent Common Stock or Ascend owned by Stockholder (a "Transfer") equal to the lesser of (A) 10% of the Parent Common Stock received owned by Signatory Stockholder and (B) Stockholder's pro rata portion of 1% of the total number of outstanding shares of Parent Common Stock owned by Stockholder and all other "affiliates" of Parent (in connection with each of clause (A) and clause (B) above as measured as of the Merger an amount date of such shares not more than the de minimis amount permitted by the Commission in its rules Transfer and releases relating to pooling-of-interests accounting treatment, subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the advance concurrence transferee(s) of Ascend and Cascade and each of their independent auditorssuch charitable contributions or gifts agree(s) in writing to hold such securities for the period specified in Section 2(a).

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend Parent has published (within the meaning of Accounting Series Release No. 135Section 201.01 of the Commission's Codification of Financial Reporting Policies) financial results covering at least thirty (30) 30 days of post-Merger combined operations following the Merger of Ascend the Company and Cascade Parent (the "Restricted Period") in the form of a quarterly earnings report), an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory Stockholder will not sell, exchange, transfer, pledge, distribute, distribute or otherwise dispose of or grant any option, establish any "short" or put- equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to (i) any shares of Cascade Common Stock or Ascend Parent Common Stock owned by Signatory or (ii) any shares Stockholder. The parties acknowledge that sales of Ascend Parent Common Stock received by Signatory in connection issuable on exercise of stock options solely to provide for payment of the exercise price of such stock options simultaneously with the Mergerexercise of such stock options shall not constitute such reduction of relative risk. (b) Notwithstanding anything to the contrary contained in Section 3(a2(a), Signatory Stockholder will be permitted, during the Restricted Period, (i) to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to any shares of Cascade Parent Common Stock or Ascend owned by Stockholder (a "Transfer") equal to the lesser of (A) 10% of the Parent Common Stock received owned by Signatory Stockholder and (B) Stockholder's pro rata portion of 1% of the total number of outstanding shares of Parent Common Stock owned by Stockholder and all other stockholders of Parent (in connection with each of clause (A) and clause (B) above as measured as of the Merger an amount date of such shares not more than the de minimis amount permitted by the Commission in its rules Transfer and releases relating to pooling-of-interests accounting treatment, subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the advance concurrence transferee(s) of Ascend and Cascade and each such charitable contributions or gifts agree(s) in writing to hold such securities for the period specified in Section 2(a). The foregoing does not cover withholding taxes, which would constitute a reduction of their independent auditorsrisk.

Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend Parent has published (within the meaning of Accounting Series Release No. 135Section 201.01 of the Commission's Codification of Financial Reporting Policies) financial results covering at least thirty (30) 30 days of post-Merger combined operations of Ascend Parent and Cascade the Company (the "Restricted Period") in the form of a quarterly earnings report), an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory Stockholder will not sell, exchange, transfer, pledge, distribute, distribute or otherwise dispose of or grant any option, establish any "short" or put- "put"- equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, or reducing its risk relative to (i) any shares of Company Common Stock owned by Stockholder or (ii) any shares of Parent Common Stock received by Stockholder in connection with the Merger. The parties acknowledge that sales of Parent Common Stock issuable on exercise of stock options solely to provide for payment of the exercise price of such stock options simultaneously with the exercise of such stock options shall not constitute such reduction of relative risk. (b) Notwithstanding anything to the contrary contained in Section 3(a), Stockholder will be permitted, during the Restricted Period, (ii) to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or "put"-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's risk relative to (i) any shares of Cascade Common Stock or Ascend Common Stock owned by Signatory or (ii) any shares of Ascend Common Stock received by Signatory in connection with the Merger. (b) Notwithstanding anything to the contrary contained in Section 3(a), Signatory will be permitted, during the Restricted Period, to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's its risk relative to any shares of Cascade Company Common Stock or Ascend Parent Common Stock received by Signatory Stockholder in connection with the Merger an amount (a "Transfer") equal to the lesser of (A) 10% of the Company Common Stock, or equivalent post-Merger Parent Common Stock, owned by Stockholder and (B) Stockholder's pro rata portion of 1% of the total number of outstanding shares of Company Common Stock, or equivalent post-Merger Parent Common Stock, owned by Stockholder and all other stockholders of the Company (in each of clause (A) and clause (B) above as measured as of the date of such shares not more than the de minimis amount permitted by the Commission in its rules Transfer and releases relating to pooling-of-interests accounting treatment, subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the advance concurrence transferee(s) of Ascend and Cascade and each of their independent auditorssuch -------- ------- charitable contributions or gifts agree(s) in writing to hold such securities for the period specified in Section 3(a).