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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Active Software Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc)
Pooling; Reorganization. (a) The Company shall not knowingly take, or knowingly 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 and Parent's Accountants both advise the Company and 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 5.7 or (ii) as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(ESection 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)
Pooling; Reorganization. (a) The Company shall not knowingly take, or knowingly 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 5.7 or (ii) as a "reorganization within withing the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapquest Com Inc), Agreement and Plan of Merger (America Online Inc)
