Common use of Pooling of Interests; Reorganization Clause in Contracts

Pooling of Interests; Reorganization. To the knowledge of the Company after due investigation, neither the Company nor any of its Subsidiaries has (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: 5 Iii Agreement and Plan of Merger, Agreement and Plan of Merger (Rorie Margaret S)

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Pooling of Interests; Reorganization. To the knowledge Knowledge of the Company after due investigationCompany, neither the Company it nor any of its Subsidiaries has (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Voting Agreement (Concord Efs Inc), Agreement and Plan of Merger (Conseco Inc)

Pooling of Interests; Reorganization. To the knowledge Knowledge of the Company after due investigationCompany, neither the Company it nor any of its Subsidiaries has or Affiliates has, or will have prior to Closing, (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Carson Pirie Scott & Co /Il/), Agreement and Plan of Merger (Proffitts Inc)

Pooling of Interests; Reorganization. To the knowledge of the The Company after due investigation, neither the Company nor any of its Subsidiaries has not (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests in accordance with GAAP and the regulations and interpretations of the Securities and Exchange Commission (the "SEC") for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lucent Technologies Inc)

Pooling of Interests; Reorganization. To the knowledge of the Company after due investigationCompany, neither the Company nor any of its Subsidiaries directors, officers, Affiliates, Subsidiaries, employees, agents, representatives or stockholders has (i) taken any action or failed to take any action which action or failure would jeopardize (i) the treatment of the Merger as a pooling of pooling-of-interests business combination for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Silicon Valley Group Inc)

Pooling of Interests; Reorganization. To the knowledge of the The Company after due investigation, neither the Company nor any of its Subsidiaries has not (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests in accordance with GAAP and the regulations and interpretations of the Securities and Exchange Commission for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lucent Technologies Inc)

Pooling of Interests; Reorganization. To the knowledge of the Company after due investigation, neither the Company nor any of its Subsidiaries has (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize result in the qualification failure of the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imc Global Inc)

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Pooling of Interests; Reorganization. To the knowledge Knowledge of the Company after due investigationCompany, neither the Company it nor any of its Subsidiaries has (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concord Efs Inc)

Pooling of Interests; Reorganization. To the knowledge Knowledge of the Company after due investigationCompany, neither the Company it nor any of its Subsidiaries has (i) taken any action or failed to take any action which action or failure would 48 jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ciena Corp)

Pooling of Interests; Reorganization. To the knowledge of the Company after due investigationCompany, neither the Company it nor any of its Subsidiaries has or Affiliates has, or will have, (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proffitts Inc)

Pooling of Interests; Reorganization. To the knowledge of the Company after due investigationCompany, neither the Company it nor any of its Subsidiaries has or Affiliates has, or will have (i) taken any action or failed to take any action which action or failure would jeopardize the treatment of the Merger as a pooling of interests for accounting purposes or (ii) taken any action or failed to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proffitts Inc)

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