Pooling Accounting Treatment. Each of Parent and the Company agrees not to take any action that to its knowledge could reasonably be expected to adversely affect the ability of Parent to treat the Merger as a pooling of interests, and each of Parent and the Company agrees to take such action as may be reasonably required to negate the impact of any past actions which to its knowledge could reasonably be expected to adversely impact the ability of Parent to treat the Merger as a pooling of interests. The taking by Parent or the Company of any action prohibited by the previous sentence, or the failure of Parent or the Company to take any action required by the previous sentence, shall, if the Merger is not able to be accounted for as a pooling of interests, constitute a breach of this Agreement by Parent or the Company, as the case may be, for the purposes of Section 7.1(f). Section 5.14
Pooling Accounting Treatment. Each of Desktop and Individual agree not to take any action that would adversely affect the ability of Desktop to treat the Merger as a pooling of interests under GAAP.
Pooling Accounting Treatment. Parent and the Company each agrees not to take any action that would reasonably be expected to adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests, and Parent and the Company each agrees to take such action as may be reasonably required to negate the impact of any past actions by Parent, the Company or their respective affiliates which would reasonably be expected to adversely impact the ability of Parent to treat the Merger as a pooling of interests. The taking by Parent or the Company of any action prohibited by the previous sentence, or the failure of Parent or the Company to take any action required by the previous sentence, if the Merger is not able to be accounted for as a pooling of interests because of such action or failure to take action, shall constitute a breach of this Agreement by such party for the purposes of Section 7.01(i).
Pooling Accounting Treatment. Each of Parent and the Company agrees not to take any action that to its knowledge would reasonably be expected to adversely affect the ability of Parent to treat the Merger as a pooling of interests, and each of Parent and the Company agrees to take such action as may be reasonably required to negate the impact of any past actions which to its knowledge could reasonably be expected to adversely impact the ability of Parent to treat the Merger as a pooling of interests.
Pooling Accounting Treatment. Each of Parent and the Company agrees not to take any action that would adversely affect the ability of Parent to treat the Transactions as a pooling of interests under US GAAP. 5.17
Pooling Accounting Treatment. GT and the Company each agrees not to take any action, and will not permit any of their respective subsidiaries to take any action, that would reasonably be expected to adversely affect the ability of GT to account for the business combination to be effected by the Merger as a pooling of interests. GT and the Company each agrees to take such action as may be reasonably required to negate the impact of any past actions by GT, the Company or their respective affiliates which would reasonably be expected to adversely impact the ability of GT to treat the Merger as a pooling of interests provided, that in no event shall GT or the Company be required by this Section 5.14 to take any action which would necessitate material expenditure by, or cause a material detriment to, such party. The taking by GT or the Company of any action prohibited by the first sentence of this Section 5.14, or the failure of GT or the Company to take any action required by the previous sentence, if the Merger is not able to be accounted for as a pooling of interests because of such action or failure to take action, shall constitute a breach of this Agreement by such party for the purposes of Section 7.1(j).
Pooling Accounting Treatment. Parent and the Company each agrees not to take any action that would reasonably be expected to adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests, and Parent and the Company each agrees to use its commercially reasonable efforts to take such action as may be reasonably required to negate the impact of any past actions by Parent, the Company or their respective Affiliates which would reasonably be expected to adversely impact the ability of Parent to treat the Merger as a pooling of interests. The taking by Parent or the Company of any action prohibited by the previous sentence, or the failure of Parent or the Company to use its commercially reasonable efforts to take any action required by the previous sentence, if the Merger is not able to be accounted for as a pooling of interests because of such action or failure to take action, shall constitute a breach of this Agreement by such party for the purposes of Section 7.1(h).
Pooling Accounting Treatment. ACC agrees not to take any action that ---------------------------- to its knowledge could reasonably be expected to adversely affect the ability of TCG to treat the Merger as a pooling of interests, and ACC agrees to take such action as may be reasonably required to negate the impact of any past actions which to its knowledge could reasonably be expected to adversely impact the ability of TCG to treat the Merger as a pooling of interests.
Pooling Accounting Treatment. Each of Parent, Merger Sub, the Stockholder and the Company agrees prior to the Closing not to take any action that to its knowledge could reasonably be expected to adversely affect the ability of Parent to treat the Merger as a pooling of interests, and each of Parent and the Company agrees to take such action as may be reasonably required to negate the impact of any past actions which to its knowledge could reasonably be expected to adversely impact the ability of Parent to treat the Merger as a pooling of interests. The taking by Parent or the Company of any action prohibited by the previous sentence, or the failure of Parent or the Company to take any action required by the previous sentence, shall, if the Merger is not able to be accounted for as a pooling of interests as a result of such action or inaction, constitute a breach of this Agreement by Parent or the Company, as the case may be, for the purposes of Section 7.1(e). If requested, the President or Chief Financial Officer of each of the Company and Parent will execute any documentation on behalf of the Company or Parent, as the case may be, reasonably required by Parent's independent public accountants with respect to pooling of interest accounting issues.
Pooling Accounting Treatment. Each party hereto shall use its best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling-of-interests. Each party hereto shall use its best efforts to cause its respective employees, officers, directors, shareholders, Subsidiaries and affiliates not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling-of-interests. Neither Parent nor the Company, any Company Subsidiary or any Controlling Shareholder shall take any action, including the acceleration of vesting of any options, restricted stock or other rights to acquire shares of the capital stock of the Company, which reasonably would be expected to (i) interfere with Parent's ability to account for the Merger as a pooling-of-interests or (ii) jeopardize the tax-free nature of the reorganization hereunder.
