Common use of Pooling of Interests; Tax Reorganization Clause in Contracts

Pooling of Interests; Tax Reorganization. To the knowledge of Parent, there has been no action or omission by Parent or any of the Parent Subsidiaries which would prevent the accounting for the Merger as a pooling of interests in accordance with APB No. 16, the interpretive releases issued pursuant thereto, and the pronouncements of the SEC. Neither Parent nor any of the Parent Subsidiaries has taken or agreed to take any action or knows of any fact or circumstance that is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Pooling of Interests; Tax Reorganization. To In the knowledge judgment of Parent, there has been no action Parent and its Subsidiaries have not taken (or omission by Parent or any as of the Parent Subsidiaries date hereof failed to take) any action which would prevent the accounting for the Merger as a pooling of interests in accordance with APB No. 16, the interpretive interpretative releases issued pursuant thereto, and the pronouncements of the SEC. Neither Parent nor any To the knowledge of the Parent, Parent Subsidiaries has not taken or agreed failed to take any action or knows of any fact or circumstance that is reasonably likely to which would prevent the Merger from qualifying as constituting a reorganization within the meaning of Section section 368(a) of the Code.