Common use of Pooling of Interests Accounting Treatment Clause in Contracts

Pooling of Interests Accounting Treatment. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement, including without limitation the Restricted Shares Award described in Section 1, would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by Company, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be). If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of Company. The Board of Directors of Company shall, in its sole and absolute discretion, make all determinations necessary under this Section; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, with the concurrence of Company's independent auditors at the time such determination is to be made.

Pooling of Interests Accounting Treatment. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement, including without limitation or of the Restricted Shares Award described Agreement in Section 1its entirety, would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by the Company, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be)) to the extent they otherwise would have been triggered by such transaction. If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of the Company. The Board of Directors of the Company shall, in its sole and absolute discretion, make all determinations necessary under this Sectionsubsection; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, the Company with the concurrence of the Company's independent auditors at the time such determination is to be made.

Pooling of Interests Accounting Treatment. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement, including without limitation limitation, the grant of the Restricted Shares Award described in Section 12, would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by Company, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be). If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of Company. The Board of Directors of Company shall, in its sole and absolute discretion, make all determinations necessary under this Section; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, with the concurrence of Company's independent auditors at the time such determination is to be made.

Pooling of Interests Accounting Treatment. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement, including without limitation the Restricted Shares Award described in Section 1, Agreement would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by Company, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be). If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of Company. The Board of Directors of Company shall, in its sole and absolute discretion, make all determinations necessary under this Section; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, with the concurrence of Company's independent auditors at the time such determination is to be made.

Pooling of Interests Accounting Treatment. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement, including without limitation or of the Restricted Shares Award described Agreement in Section 1its entirety, would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by CompanyBellSouth, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be)) to the extent they otherwise would have been triggered by such transaction. If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive Employee shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of CompanyBellSouth. The Board of Directors of Company BellSouth shall, in its sole and absolute discretion, make all determinations necessary under this Sectionsubsection; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, BellSouth with the concurrence of CompanyBellSouth's independent auditors at the time such determination is to be made.