Pooling; Reorganization. (a) The Company shall not take, or permit any controlled Affiliate of the Company to take, any action that could reasonably be expected to prevent the Merger from being treated (i) for financial accounting purposes as a "pooling of interests" under GAAP; it being understood and agreed that if the Company's Accountants advise the Company in writing that such an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 5.11 or (ii) as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
(b) The Company shall use its reasonable best efforts to obtain an executed affiliate pooling agreement substantially in the form attached hereto as Exhibit E (each, a "Company Affiliate Pooling Agreement") from each of the Persons identified in Section 2.24(d) of the Company Disclosure Schedule concurrently with the execution of this Agreement and thereafter from any other person who may be deemed an affiliate of the Company regarding compliance with Rule 145 under the Securities Act and the requirements for accounting treatment of the Merger as a "pooling of interests" under APB 16, and the Regulations of the SEC.
(c) Parent shall not take or permit any controlled Affiliate of Parent to take, any action that could reasonably be expected to prevent the Merger from being treated (i) for financial accounting purposes as a "pooling of interests" under GAAP; it being understood and agreed that if Parent's Accountants, advises Parent in writing that such an action would not prevent the Merger from being so treated, such action will be conclusively deemed not to constitute a breach of this Section 5.11; or (ii) as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
(d) Parent shall use its reasonable efforts to obtain an executed affiliate pooling agreement substantially in the form attached hereto as Exhibit F (each, a "Parent Affiliate Pooling Agreement") from each of the Persons identified in Section 5.11(d) of the Parent Disclosure Schedule regarding compliance with the requirements for accounting treatment of the Merger as a "pooling of interests."
Pooling; Reorganization. As of the date hereof, it is aware of no reason why the Merger will fail to qualify (i) for pooling-of-interests accounting treatment or (ii) as a reorganization under Section 368(a) of the Code.
Pooling; Reorganization. WSMP will not knowingly take any actions that would cause the transactions contemplated hereby, including the Merger, to fail to qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC or to be treated as a "reorganization" within the meaning of Section 368(a) of the Code.
Pooling; Reorganization. Sagebrush will not knowingly take any actions that would cause the transactions contemplated hereby, including the Merger, to fail to qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC or to be treated as a "reorganization" within the meaning of Section 368(a) of the Code.
Pooling; Reorganization. Take or fail to take any action which (i) would interfere with Veeco's ability to account for the Merger as a "pooling of interests", or (ii) could reasonably be expected to cause the Merger to fail to qualify as a reorganization as described in Section 368(a) of the Code with respect to which no gain or loss will be recognized by a stockholder of the Company on the conversion of Company Common Stock into Veeco Shares pursuant to the Merger (except with respect to any cash received in lieu of a fractional share); or
Pooling; Reorganization. BT Financial is not aware of any reason why the Merger may not qualify for pooling-of-interests accounting treatment or as a reorganization under Section 368(A) of the Code.
Pooling; Reorganization. From and after the date hereof and until the Effective Time, neither Frontier nor any of its affiliates shall (a) knowingly take any action, or knowingly fail to take any action, that would jeopardize the treatment of the Merger as a "pooling of interests" for accounting purposes; (b) knowingly take any action, or knowingly fail to take any action, that would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code; or (c) knowingly enter into any contract, agreement, commitment or arrangement with respect to either of the foregoing.
Pooling; Reorganization. From and after the date ----------------------- hereof and until the Closing, neither SBI nor BSC nor any of their respective subsidiaries or other affiliates nor any BSC Shareholder shall (i) take any action, or fail to take any action, that could jeopardize the qualification of the Share Exchange as a "pooling of interests" for accounting purposes; (ii) take any action, or fail to take any action, that could jeopardize qualification of the Share Exchange as a reorganization under Section 368(a) of the Code; or (iii) enter into any contract, agreement, commitment or arrangement with respect to either of the foregoing. At the Closing, the auditors of BSC will deliver a letter to PricewaterhouseCoopers, as accountants for SBI, to the effect that BSC has complied with all pooling requirements applicable to BSC in form and substance satisfactory to PricewaterhouseCoopers.
Pooling; Reorganization. 27 3.9 Interim Operations of the Transitory Subsidiary.....................................27 3.10
Pooling; Reorganization. From and after the date hereof and until the Effective Time, none of Buyer, Seller or any Significant Stockholder will (a) take any action or fail to take any action that would jeopardize the treatment of the Merger as a "pooling of interests" for accounting purposes, including, without limitation, any action by Seller, any Significant Stockholder or Buyer with respect to their representations and warranties in Sections 2.25 and 3.7, respectively, that would cause such representations not to be true in all material respects from and after the date hereof until the Effective Time or (b) enter into any contract, agreement, commitment or arrangement with respect to either of the foregoing.
