Letter of Accountants. On the date of this Agreement and at the Closing Date, the Accountants shall have furnished to the Underwriter letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Underwriter, confirming that they are independent registered accountants within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder with respect to the Company and stating in effect that:
(i) in the opinion of the Accountants, the financial statements and schedules included or incorporated by reference in the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the respective rules and regulations of the SEC thereunder; and
(ii) on the basis of a reading of the unaudited financial statements included or incorporated by reference in the Prospectus and the latest available interim unaudited financial statements of the Company, the performance of the procedures specified by the Public Company Accounting Oversight Board (United States) for a review of any such financial statements as described in Statement on Auditing Standards No. 100, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the stockholder, the Board of Directors of the Company and the Audit and Finance Committees of Energen Corporation through a specified date not more than five days prior to the date of the applicable letter, nothing came to the attention of the Accountants that caused them to believe that: (A) any material modification should be made to the unaudited financial statements included or incorporated by reference in the Prospectus for them to be in conformity with generally accepted accounting principles or any such financial statements do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act or the 1934 Act and the respective rules and regulations of the SEC thereunder; (B) for the twelve months ended as of the date of the most recent available financial statements of the Company, there were any decreases in operating revenues, operating income, other income or net income as compared with the comparable period of the preceding year; or (C) at the date of the most recent available financial statements of the Company and at a subsequent date not more than five days prior to the date of such letter, ...
Letter of Accountants. (a) The Company shall use all reasonable best efforts to cause to be delivered to Parent a letter of Pricewaterhouse Coopers LLP, the Company's independent auditors, dated as of the date on which the S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the S-4.
(b) Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter of Ernst & Young LLP, the Parent's independent auditors, dated as of the date on which the S-4 shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the S-4.
Letter of Accountants. 39 SECTION 6.3 Meeting...................................................................................40 SECTION 6.4 Reasonable Best Efforts...................................................................40 SECTION 6.5 Acquisition Proposals.....................................................................41 SECTION 6.6 Public Announcements......................................................................43 SECTION 6.7 Indemnification...........................................................................43
Letter of Accountants. The Company and Parent shall use all of their reasonable efforts to cause to be delivered to the Company and to Parent a letter of Ernst and Young LLP, dated no more than two business days before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the Company and to Parent) and addressed to the Board of Directors of the Company and the Board of Directors of Parent, that is customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement.
Letter of Accountants. (a) The Company shall use all reasonable best efforts to cause to be delivered to Parent a letter of Xxxxxx Xxxxxxxx LLP, the Company's independent auditors, dated a date within two business days before the date on which the S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the S-4.
(b) Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter of PriceWaterhouseCoopers, Parent's independent auditors, dated a date within two business days before the date on which the S-4 shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the S-4.
Letter of Accountants. Parent and the Company shall use reasonable efforts to cause KPMG, Parent's independent public accountants, to deliver to Parent, a letter to the effect that pooling-of-interests accounting is appropriate for the Merger if it is closed and consummated in accordance with this Agreement.
Letter of Accountants. 35 SECTION 6.4 Meeting................................................................36 SECTION 6.6 Company Fund Meetings..................................................36 SECTION 6.7 Non-Investment Company Advisory Contract Consents......................37 SECTION 6.8 Acquisition Proposals..................................................37 SECTION 6.9 Public Announcements...................................................38 SECTION 6.10 Indemnification........................................................38
Letter of Accountants. To the extent appropriate and/or required by either party:
(a) The Company shall use all reasonable best efforts to cause to be delivered to Parent a letter of Ernst & Young LLP, the Company's independent auditors, dated a date within two (2) business days before the date on which the S-4 shall become effective and addressed to Parent, in form and substance reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the S-4.
(b) Parent shall use all reasonable best efforts to cause to be delivered to the Company a letter of PricewaterhouseCoopers LLP, Parent's independent auditors, dated a date within two (2) business days before the date on which the S-4 shall become effective and addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the S-4.
Letter of Accountants. Company shall have received a letter from Arthxx Xxxexxxx XXX, Company's independent accountants, dated the Closing date, to the effect that the Merger qualifies for pooling-of-interests accounting treatment if consummated in accordance with this Agreement.
Letter of Accountants. Parent shall have received a --------------------- letter from Ernst & Young, LLP, Parent's independent accountants, dated the Closing Date, to the effect that the Merger qualifies for pooling-of-interests accounting treatment if consummated in accordance with this Agreement.
