Letters of Parent's Accountants. Parent shall use its reasonable best efforts to cause to be delivered to the Company a letter of Whitley Penn LLP, Parent's independent public accountants, dated a date within two business days before the Form S-4 shall become effective, 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 Form S-4.
Letters of Parent's Accountants. (a) Parent shall use its reasonable best efforts to cause to be delivered to the Company two letters from BDO Xxxxxxx LLP, Parent's independent public accountants, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within two Business Days before the Closing Date, each addressed to the Company and Parent, in form and substance reasonably satisfactory to the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.
(b) Parent shall use its reasonable best efforts to cause to be delivered to the Company a letter from BDO Xxxxxxx LLP, addressed to the Company and Parent, dated as of the Closing Date, stating that (i) BDO Xxxxxxx LLP concurs with Parent's management's conclusion that, subject to customary qualifications, the Merger qualifies for pooling of interests treatment for financial reporting purposes under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations and (ii) the basis for such a concurrence is BDO Xxxxxxx LLP's belief that the criteria for such accounting treatment have been met.
Letters of Parent's Accountants. (a) Parent shall use all reasonable efforts to cause to be delivered to the Company two Comfort Letters from Arthxx Xxxexxxx XXX, one dated a date within two Business Days before the date on which the Form S-4 shall become effective and one dated a date within three Business Days before the Closing Date, each addressed to the Company, in customary form, scope and substance relating to the performance by Arthxx Xxxexxxx XXX of its procedures with respect to the financial statements of Parent contained in or incorporated by reference in the Form S-4.
(b) Parent shall use its reasonable efforts to cause to be delivered to the Company a copy of a letter from Arthxx Xxxexxxx XXX, addressed to Parent, dated as of the Closing Date (which letter may contain customary qualifications and assumptions), to the effect that Arthxx Xxxexxxx XXX concurs with Parent's management's conclusion that no conditions exist that would prevent Parent from accounting for the Merger as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board ("APB 16") and applicable rules and regulations of the SEC.
Letters of Parent's Accountants. Parent shall diligently seek to cause to be delivered to the Company a letter of Ernst & Young LLP, Parent's independent auditors, dated a date within two business days before the date on which the Registration Statement shall become effective and a second bring-down letter, dated a date within two business days before the Effective Time, in each case addressed to the Company and its board of directors, 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 Registration Statement. Parent and the Company shall diligently seek to cause Ernst & Young LLP to deliver the letter referred to in Section 5.1(h).
Letters of Parent's Accountants. Parent shall use all reasonable efforts to cause to be delivered to the Company letters of KPMG Peat Marwick LLP and Price Waterhouse LLP, Parent's independent public accountants for the relevant periods prior to the date hereof, dated a date within two business days before the date on which each Registration Statement shall become effective and letters of KPMG Peat Marwick LLP and Price Waterhouse LLP dated a date within two business days before the Closing Date, each 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 Registration Statements.
Letters of Parent's Accountants. SECTION 5.4 Access to Information; Confidentiality . . 59 SECTION 5.5 Best Efforts . . . . . . . . . . . . . . . 60 SECTION 5.6 Employee Stock Options, Incentive and Benefit Plans . . . . . . . . . . . . . . . . . . 62 SECTION 5.7 Indemnification, Exculpation and Insurance 64 SECTION 5.8 Fees and Expenses . . . . . . . . . . . . 66 SECTION 5.9 Public Announcements . . . . . . . . . . . 67 SECTION 5.10 Affiliates . . . . . . . . . . . . . . . . 68 SECTION 5.11 Stock Exchange Listing . . . . . . . . . . 69 SECTION 5.12
Letters of Parent's Accountants. (a) Parent shall use reasonable efforts to cause to be delivered to the Company two comfort letters from Arthxx Xxxexxxx XXX, Parent's independent public accountants, one dated a date within two business days before the date on which the Form S-4 shall become effective and one dated a date within two business days before the Closing Date, each addressed to the Company, in form and substance reasonably customary for transactions effected pursuant to a registration statement on Form S-4.
(b) Parent shall use its reasonable efforts to cause to be delivered to the Company a letter from Arthxx Xxxexxxx XXX, addressed to the Company and Parent, dated as of the Closing -38- 43 Date, stating that (i) Arthxx Xxxexxxx XXX concurs with management's conclusion that, as of such a date, no conditions exist which would preclude accounting for the Merger as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations and (ii) the basis for such a concurrence is Arthxx Xxxexxxx XXX's belief that the criteria (as such criteria relates to the Parent and not to the Company) for such accounting treatment have been met.
Letters of Parent's Accountants. (a) Parent shall use all commercially reasonable efforts to cause to be delivered to the Company two letters from Parent's independent accountants, one dated a date within two business days before the date on which the Form S-4 shall become effective and one dated a date within two business days before the Closing Date, each addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S- 4.
(b) Parent shall use all commercially reasonable efforts to cause to be delivered to the Company and the Company's independent accountants two letters (the "Parent Pooling Letters") from Parent's independent accountants addressed to Parent, one dated as of the date the Form S-4 is declared effective and one dated as of the Closing Date, in each case stating that accounting for the Merger as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations is appropriate if the Merger is closed and consummated as contemplated by this Agreement.
Letters of Parent's Accountants. Parent shall use its reasonable efforts to cause to be delivered to the Company two "comfort" letters in customary form from Price Waterhouse LLP, Parent's independent public accountants, one dated a date within two business days before the date on which the Form S-4 shall become effective and one dated a date within two business days before the Closing Date, each addressed to the Company, in the form customarily given to underwriters in securities offerings of Parent in the past.
Letters of Parent's Accountants. (a) Parent shall use reasonable best efforts to cause to be delivered to the Company two letters from Parent's independent accountants, one dated as of the date on which the Form S-4 shall become effective and one dated as of the Closing Date, each addressed to the Company, in form and substance reasonably satisfactory to the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements similar to the Form S-4.
(b) Parent shall use reasonable best efforts to cause to be delivered to the Company and the Company's independent accountants two letters from Parent's independent accountants addressed to the Company and Parent, one dated as of the date the Form S-4 is declared effective and one dated as of the Closing Date, in each case stating that no conditions exist that would preclude the Parent from being a party to a business combination to be accounted for as a pooling of interests.
