Letter of Company's Accountants. Company shall use all commercially ------------------------------- reasonable efforts to cause to be delivered to Parent a letter of Xxxxxx Xxxxxxxx LLP, dated no more than two business days before the date on which the Registration Statement becomes effective (and reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement.
Letter of Company's Accountants. Following receipt by Price Waterhouse LLP, the Company's independent auditors, of an appropriate request from the Purchaser pursuant to SAS No. 72, the Company shall use best efforts to cause to be delivered to the Purchaser a letter of Price Waterhouse LLP, dated a date within two business days before the effective date of the S-4, and addressed to the Purchaser, in form and substance satisfactory to the Purchaser and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and disclosure statements similar to the S-4 and the Information Statement/Prospectus. A1-18
Letter of Company's Accountants. The Company shall use all reasonable efforts to cause to be delivered to the Company a letter of Arthxx Xxxexxxx XXX, the Company's independent auditors, dated a date within two business days before the date on which the Registration Statement 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 Registration Statement.
Letter of Company's Accountants. If requested by Parent and unless the All-Cash Election shall have been made, the Company shall use its commercially reasonable efforts to cause to be delivered to Parent “comfort” letters of Ernst & Young LLP, the Company’s independent public accountants, dated the date on which the Registration Statement shall become effective and the Effective Time, respectively, and addressed to Parent, in a form reasonably satisfactory to Parent and reasonably customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement and transactions such as those contemplated by this Agreement.
Letter of Company's Accountants. The Company shall use all reasonable efforts to cause to be delivered to Mahaska letters of KPMG Peat Marwick LLP, the Company's independent auditors, dated a date within two business days before the date on which the Proxy Statement/Prospectus shall become effective and two business days before the Closing Date and addressed to Mahaska, in form and substance reasonably satisfactory to Mahaska, and in scope and substance consistent with applicable professional standards for letters delivered by independent public accountants in connection with registration statements similar to the Proxy Statement/Prospectus.
Letter of Company's Accountants. If requested by Manpower, the Company shall use its reasonable best efforts to cause to be delivered to Manpower "comfort" letters of Ernst & Young, LLP, the Company's independent public accountants, dated within two days prior to the date on which the Registration Statement shall become effective and the Effective Time, respectively, or at such earlier time as may be reasonably requested by Manpower, and addressed to Manpower, in a form reasonably satisfactory to Manpower and reasonably customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement and transactions such as those contemplated by this Agreement.
Letter of Company's Accountants. Company shall use all reasonable efforts to cause to be delivered to Hilton and Company a letter of Xxxxxx Xxxxxxxx LLP, Company's independent auditors, dated a date within two business days before the date on which the Form S-4 shall become effective and addressed to Hilton, in form reasonably satisfactory to Hilton and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. Section 7.3.
Letter of Company's Accountants. Following receipt by Price Waterhouse LLP, the Company's independent auditors, of an appropriate request from the Purchaser pursuant to SAS No. 72, the Company shall use best efforts to cause to be delivered to the Purchaser a letter of Price Waterhouse LLP, dated a date within two business days before the effective date of the S-4, and addressed to the Purchaser, in form and substance satisfactory to the Purchaser and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and disclosure statements similar to the S-4 and the Information Statement/Prospectus. A1-18
ARTICLE 6 Conditions 6.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law or by the applicable regulations of any stock exchange or other regulatory body, as the case may be, by the holders of the issued and outstanding shares of capital stock of the Company.
(b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted.
(c) The Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued, and the SEC shall not have initiated, or, to the knowledge of the Purchaser or the Company, threatened to initiate, any action, suit, proceeding or investigation to suspend the effectiveness thereof, and all necessary approvals under state securities laws relating to the issuance or trading of the Purchaser Common Stock to be issued to the Company stockholders in connection with the Merger shall have been received.
(d) All orders and approvals of the insurance regulatory authorities required in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, whether or not any appeal or request for reconsideration of such order is pending, or whether the time for filing any appeal or request for reconside...
Letter of Company's Accountants. The Company shall use all reasonable efforts to cause to be delivered to Parent a letter of Pricewaterhouse Coopers, LLP, KPMG or other national certified public accounting firm, dated no more than two business days before the date on which the definitive Proxy Statement is filed with the SEC (and satisfactory in form and substance to Parent), that is customary in scope and substance for letters delivered by independent public accountants in connection with similar financial information filed with the SEC.
Letter of Company's Accountants. The Company shall cause to be delivered to Parent a letter of the Company's independent auditors, dated a date within two business days before the Closing and addressed to the Company's Board of Directors, in form and substance reasonably satisfactory to Parent, to the effect that:
(a) they are public accountants, independent with respect to both the Company and its subsidiaries, within the meaning of the Exchange Act and the applicable published rules and regulations thereunder;
(b) the financial statements of the Company and its consolidated subsidiaries examined by them comply as to form in all material respects with the applicable accounting requirement of the Exchange Act and of the published rules and regulations thereunder; and
(c) at the request of the Company, they have: (1) reviewed the unaudited financial statements of the Company and its consolidated subsidiaries, included in the Company's Form 10-Q for the period ended April 29, 2000; and (2) consulted with certain officers of the Company responsible for financial and accounting matters as to certain specified matters, and, based on such procedures, nothing has come to their attention which would cause them to believe that (A) any unaudited financial statements of the Company and its consolidated subsidiaries included in the Company's Form 10-Q for the period ended April 29, 2000 do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and of the published rules and regulations thereunder; or (B) such unaudited financial statements are not fairly presented in conformity with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a basis substantially consistent with that of the audited financial statements of the Company included in the Company's Annual Report on Form 10-K for the period ended January 29, 2000; or (C) there were, except as set forth in such letter, any material decreases, as compared with the corresponding period in the preceding year, in consolidated revenues or in the total or per share amounts of income before extraordinary items, income before income taxes or net income of the Company and its consolidated subsidiaries.
