POOLING OF INTERESTS TREATMENT Sample Clauses

POOLING OF INTERESTS TREATMENT. In the event anything in this Agreement will prevent, or have the effect of preventing the use of the pooling of interests accounting method by an acquiror in a Change in Control of Bank and the use of the pooling of interests accounting method is a condition precedent to the consummation of such Change in Control by the acquiror, then this Agreement shall be deemed valid only to the extent that
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POOLING OF INTERESTS TREATMENT. To the Seller's knowledge, it has not taken any action that would or is likely to cause the Merger to fail to qualify for "pooling of interests" accounting treatment under Accounting Principles Board Opinion No. 16.
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POOLING OF INTERESTS TREATMENT. To Parent's knowledge, neither Parent nor any of its affiliates has taken or agreed to take any action or is aware of any condition which would prevent Parent from accounting for the transactions provided for herein as a Pooling-of-Interests.
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POOLING OF INTERESTS TREATMENT. The Buyer has disclosed to its independent public accountants all actions taken by it that would impact the accounting of the business combination to be effected by the Merger as a pooling of interests. To the Knowledge of the Buyer, the Buyer has not taken nor has agreed to take any action, or knows of any reason arising out of the conduct of the Buyer, that would prevent the business combination to be effected by the Merger from being accounted for as a pooling-of- interests. Without limitation of the foregoing, since June 30, 1998 (i) the Buyer has been autonomous and not a subsidiary or division of another company or part of an acquisition which was later rescinded, (ii) there has not been any sale or spin-off of a significant amount of assets of the Buyer or any affiliate of the Buyer other than in the ordinary course of business, (iii) except as set forth in Section 4.12 of the Buyer Disclosure Schedules, the Buyer has not acquired any of its capital stock, and (iv) any and all changes in the voting capital structure and the relative ownership of the Buyer securities are set forth in Section 4.12 of the Buyer Disclosure Schedules and none of such changes, if any, have been made in contemplation of a business combination. The Buyer does not own and has not owned any of the outstanding shares of Company Stock. Except as set forth in Section 4.12 of the Buyer Disclosure Schedules, the Buyer has not issued any of its capital stock pursuant to awards, grants or bonuses (other than pursuant to stock awards or options that were granted to key employees during the past two years in the ordinary course of Buyer's business pursuant to a pre-existing stock award or option plan and prior to any contemplated business combination). The Buyer has not incurred and repaid any indebtedness owed to any shareholder of the Buyer (other than debt incurred in the ordinary course and on terms and conditions consistent with the past practices of Buyer). The Buyer does not lease any real estate from any shareholder of the Buyer or affiliates of the Buyer.
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POOLING OF INTERESTS TREATMENT. To the Company's knowledge, neither the Company nor any of its affiliates has taken or agreed to take any action or is aware of any condition which would prevent Parent from accounting for the transactions provided for herein as a pooling-of-interests under APB Opinion No. 16 (a "Pooling of Interests").
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POOLING OF INTERESTS TREATMENT. 27 - ii - TABLE OF CONTENTS (CONTINUED)
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POOLING OF INTERESTS TREATMENT. To the knowledge of Seller and the Affiliate Stockholders, neither Seller, any of the Affiliate Stockholders, nor any of their Affiliates have taken or agreed to take any action or is aware of any condition that would prevent CIBER from accounting for the transactions provided for herein as a pooling of interests. Since December 31, 1995, (i) Seller has been autonomous and not a subsidiary or division of another company or part of an acquisition which was later rescinded, (ii) there has not been any sale or spin-off of a significant amount of assets of Seller or any Affiliate of Seller other than in the ordinary course of business, (iii) Seller has not acquired any of its capital stock, and (iv) any and all changes in the voting capital structure and the relative ownership of shares are described on SCHEDULE 3.23 hereto and none of such changes, if any, has been made in contemplation of a business combination. Seller does not own and has not owned any of the outstanding shares of CIBER Common Stock. Seller has not issued any of its capital stock pursuant to awards, grants or bonuses (other than pursuant to options listed on SCHEDULE 3.5 that were granted to key employees during the past two years in the ordinary course of the Seller's business pursuant to an option plan adopted in November 1998 and prior to any contemplated business combination). All debt incurred by Seller to its stockholders and all payments made in connection therewith since December 31, 1995, are listed on SCHEDULE 3.23. Seller has not incurred and repaid any Indebtedness owed to any stockholder (other than debt incurred in the ordinary course of business and on terms and conditions consistent with the past practices of Seller). Seller does not lease any real estate from any Stockholder or Affiliates of Seller. Neither Seller nor any Affiliate Stockholder has any ownership interest in or control of any business or operations in the same or similar line of business as the Business of Seller, nor does Seller or any Affiliate Stockholder have any ownership interest or control of any competitor, supplier or customer of Seller.
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POOLING OF INTERESTS TREATMENT. 19 5.28 Insurance.........................................................................20 5.29 Disclosure........................................................................20
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POOLING OF INTERESTS TREATMENT. To the Company's knowledge, neither the Company nor any of its affiliates has taken or agreed to take any action or is aware of any condition other than as represented or specified in the Company's representation letter to BDO Seidxxx XXX dated September 10, 1999 delivered in connection with BDO Seidxxx XXX's letter concerning the accounting for the transactions provided for herein as a pooling-of-interests under APB Opinion No. 16 (a "Pooling of Interests").
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Related to POOLING OF INTERESTS TREATMENT

  • Pooling of Interests Each of the Company and Parent will use reasonable efforts to cause the transactions contemplated by this Agreement, including the Merger, to be accounted for as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, and such accounting treatment to be accepted by each of the Company's and Parent's independent public accountants, and by the SEC, respectively, and each of the Company and Parent agrees that it will voluntarily take no action that would cause (to its knowledge after consultation with its independent public accountants) such accounting treatment not to be obtained.

  • Sale of Interests The Tax Partners agree that any sale by a Tax Partner of any ownership interest in a Certificate shall be deemed to be a sale of all or a portion of such Tax Partner's interest in the Tax Partnership.

  • Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

  • Distributions on the REMIC Regular Interests (a) On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be:

  • Designation of Interests in the REMICs The Depositor hereby designates the Classes of Senior Certificates (other than the Class CB-IO, Class PO, Class SES, Class 1-A-R and Class 1-A-LR Certificates) and the Classes of Class 30-B Certificates, the Classes of Class 4-B Certificates and each Component as "regular interests" and the Class 1-A-R Certificate as the single class of "residual interest" in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates the Class 1-LA Interest, Class 1-LB Interest, Class 1-LPO Interest, Class 1-LWIO Interest, Class 1-LSES Interest, Class 2-LA Interest, Class 2-LB Interest, Class 2-LPO Interest, Class 2-LWIO Interest, Class 2-LSES Interest, Class 3-LA Interest, Class 3-LB Interest, Class 3-LPO Interest, Class 3-LWIO Interest, Class 3-LSES Interest, Class 4-LA Interest, Class 4-LB Interest, Class 4-LPO Interest, Class 4-LWIO Interest and Class 4-LSES Interest as classes of "regular interests" and the Class 1-A-LR Certificate as the single class of "residual interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

  • The Class 1-A-1, Class 1-A-2 and Class 1-A-3 Certificates.

  • Sale of Interest No Borrower may sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, such Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder.

  • Purchase of Interests Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust.

  • Distributions on the REMIC Interests On each Distribution Date, amounts on deposit in the Certificate Account shall be treated for federal income tax purposes as applied to distributions on the interests in the Lower Tier REMIC in an amount sufficient to make the distributions on the respective Certificates on such Distribution Date in accordance with the provisions of Section 4.04.

  • Protection of Interests in Trust (a) The Administrator, on behalf of the Depositor, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Issuer, the Eligible Lender Trustee and the Indenture Trustee in the Trust Student Loans and in the proceeds thereof. The Administrator shall deliver (or cause to be delivered) to the Eligible Lender Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

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