Pooling of Interests Accounting. In the event any provision of this Agreement would prevent the use of pooling of interests accounting in a corporate transaction involving the Company and such transaction is contingent upon pooling of interests accounting, then that provision shall be deemed amended or revoked to the extent required to preserve such pooling of interests. The Executive will, upon advice from the Company, take (or refrain from taking, as appropriate) all actions necessary or desirable to ensure that pooling of interests accounting is available.
Pooling of Interests Accounting. Notwithstanding any other provision of this Agreement to the contrary, in the event the consummation of a Change in Control is contingent on using the pooling of interests accounting methodology, the Company may make any modifications to this Agreement necessary to preserve the use of pooling of interests accounting.
Pooling of Interests Accounting. Notwithstanding anything herein to the contrary, no acceleration of exercisability or vesting of the Option shall occur pursuant to this Amendment in the event that (a) the Securities and Exchange Commission (the "SEC") asserts that such acceleration of exercisability or vesting precludes the use of "pooling of interests" accounting treatment of the Transfer of Control, (b) the Transfer of Control is supported by the Board of Directors of the Company, and (c) the SEC will not reverse its position following reasonable persuasive efforts by the Company.
Pooling of Interests Accounting. The Company has never been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded and, within the past two years, there has not been any sale or spin-off of a significant amount of assets of the Company or any affiliate of the Company other than in the ordinary course of business. Except as set forth on Schedule 5.27, the Company owns no capital stock of Metals. The Company has not acquired any of its capital stock during the past two years. Except as set forth on Schedule 5.27, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of the Company Stock or any interest therein or to pay any dividend or make any distribution in respect thereof. Neither the voting stock structure of the Company nor the relative ownership of shares among any of the Company's stockholders has been altered or changed within the last two years in contemplation of the Exchange. There has been no transaction or action taken with respect to the equity ownership of the Company in contemplation of the Exchange which would prevent Metals from accounting for the Exchange under the pooling-of-interests method of accounting in accordance with Opinion No. 16 of the Accounting Principles Board ("Opinion No. 16"). If required, the Stockholders and the President or Chief Financial Officer of the Company will execute any documentation reasonably required by Metals' independent public accountants to enable Metals to account for the Exchange as a pooling-of-interests.
Pooling of Interests Accounting. The Company, Parent and Merger Sub ------------------------------- shall each use their commercially reasonable efforts to cause the business combination to be effected by the Merger to be accounted for as a Pooling of Interests. The Company and Parent shall each use their commercially reasonable efforts to cause their respective employees, directors, stockholders, Affiliates and Associates 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.
Pooling of Interests Accounting. The Company has never been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded and, within the past two years, there has not been any sale or spin-off of a significant amount of assets of the Company or any affiliate of the Company other than in the ordinary course of business. The Company owns no capital stock of PalEx. The Company has not acquired any of its capital stock during the past two years. Except as set forth in SCHEDULE 4.4, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its capital stock or any interest therein or to pay any dividend or make any distribution in respect thereof. Neither the voting stock structure of the Company nor the relative ownership of shares among any of the Company's stockholders has been altered or changed within the last two years in contemplation of the Merger. None of the shares of Company Stock was issued pursuant to awards, grants or bonuses, and there has been no transaction or action taken with respect to the equity ownership of the Company in contemplation of the Merger that would prevent PalEx from accounting for the Merger under the pooling-of-interests method of accounting in accordance with Opinion No. 16 of the Accounting Principles Board ("OPINION NO. 16").
Pooling of Interests Accounting. The Company, Parent and Merger Sub -------------------------------- shall each use their commercially reasonable efforts to cause the business combination to be effected by the Merger to be accounted for as a Pooling of Interests. The Company and Parent shall each use their commercially reasonable efforts to cause their respective employees, directors, shareholders, Affiliates and Associates 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.
Pooling of Interests Accounting. (a) Each of ALZA and SEQUUS shall use commercially reasonable efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of ALZA and SEQUUS shall use commercially reasonable efforts to cause its Affiliates not to take any action that would prevent ALZA from accounting for the business combination to be effected by the Merger as a pooling of interests.
(b) SEQUUS shall use commercially reasonable efforts to cause to be delivered to SEQUUS a letter of SEQUUS' independent accountants, dated within two business days prior to the Effective Time, regarding SEQUUS' accountants' concurrence with SEQUUS' management's conclusion that no conditions exist related to SEQUUS that would preclude ALZA from accounting for the Merger as a pooling of interests if the Merger is consummated in accordance with this Agreement. Such letter shall be in a form reasonably satisfactory to ALZA and customary in scope and substance for letters delivered by independent public accountants in connection with transactions of this type.
(c) ALZA shall use commercially reasonable efforts to cause to be delivered to SEQUUS a letter of ALZA's independent accountants, dated within two business days prior to the Effective Time, regarding ALZA's accountants' concurrence with ALZA's management's and SEQUUS' management's conclusions, respectively, as to the appropriateness of pooling of interests accounting for the Merger under Accounting Principles Board Opinion No. 16 if consummated in accordance with this Agreement.
Pooling of Interests Accounting. Shore Bancshares shall have received a letter from Xxxxxxx & Company stating the accounting treatment of the transaction if consummated in accordance with this Plan; provided, that such condition shall be void and of no further force and effect if Shore Bancshares has not received such letter because of any action or inaction of Shore Bancshares. In rendering such letter, Xxxxxxx & Company shall require delivery of and rely upon certain representation letters delivered by Shore Bancshares and Talbot Bancshares, which letters shall be in form and substance satisfactory to Xxxxxxx & Company.
Pooling of Interests Accounting. Talbot Bancshares shall have received a letter from Xxxxxxx & Company stating the accounting treatment of the transaction if consummated in accordance with this Plan; provided, that such condition shall be void and of no further force and effect if Talbot Bancshares has not received such letter because of any action or inaction of Talbot Bancshares. In rendering such letter, Xxxxxxx & Company shall require delivery of and rely upon certain representation letters delivered by Talbot Bancshares and Shore Bancshares, which letters shall be in form and substance satisfactory to Xxxxxxx & Company.
