Pooling Restrictions. It is a material factor to Liquids in entering into this Agreement that the transactions contemplated by this Agreement be treated as a "pooling-of-interests" for accounting purposes. Therefore, notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) for at least a thirty-day period on a consolidated basis following the closing date of the Merger Agreement, the Holder shall not sell or otherwise transfer or dispose of, or in any other way reduce his risk relative to, any shares of the Holder's Stock (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for the purpose of satisfying the requirements of the Securities Release Nos. 130 and 135 relating to "pooling of interests" accounting. Additionally, the certificates evidencing the Holder's Stock will bear a legend substantially in the form set forth below and containing such other information as Liquids may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees to make publication and dissemination of its consolidated financial results which includes results of combined operations of Liquids, the Mesa Companies (as defined in the Merger Agreement), and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day period.
Pooling Restrictions. 19 (i) Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 19 (j)
Pooling Restrictions. Guardian and the Bank shall take any and all action reasonably requested by CFB which is necessary, in the opinion of CFB's accountants, to qualify the Merger as a "pooling of interests" for accounting purposes. From and after the date of this Agreement, neither Guardian nor the Bank shall take any action which CFB has advised, with respect to Guardian, would disqualify the Merger as a "pooling of interests" for accounting purposes.
Pooling Restrictions. From and after the date of this Agreement, CFB shall not take any action which Ernst & Young LLP has advised, with respect to CFB, would disqualify the Merger as a "pooling of interests" for accounting purposes.
Pooling Restrictions. From and after 30 days prior to the Effective Time of the Merger, the Holder shall not engage in any Sale of securities of the Company or Parent until such time (the "Publication Time") as Parent has published financial results covering at least 30 days of combined operations of Parent and the Company after the -4- Effective Time of the Merger. The Holder understands that the certificate(s) representing the Parent Shares received by the Holder in the Merger will be placed on the "stop transfer list" maintained by Parent's transfer agent and will remain so listed until the Publication Time, and that there will be placed on the certificate(s) representing the Parent Shares, or any certificate(s) delivered in substitution therefor, a legend stating in substance: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE STOCKHOLDER AGREEMENT, DATED AS OF MAY 19, 1997, A COPY OF WHICH IS ON FILE WITH THE CLERK OF THE ISSUER.
Pooling Restrictions. From and after the date of this Agreement, neither BancSecurity nor the Banks shall take any action which, with respect to BancSecurity, would disqualify the Merger as a "pooling of interests" for accounting purposes.
Pooling Restrictions. From and after the date of this Agreement, neither Republic nor the Bank shall take any action which, with respect to Republic, would disqualify the Merger as a "pooling of interests" for accounting purposes.
Pooling Restrictions. From and after 30 days prior to the Effective Time of the Merger, the Holder shall not engage in any Sale of securities of the Company or Parent until such time (the "Publication Time") as parent has published financial results covering at least 30 days of combined operations of parent and the Company after the Effective Time of the Merger. The Holder understands that the certificate(s) representing the Parent Shares held by the Holder will be placed on the "stop transfer list" maintained by parent's transfer agent and will remain so listed until the Publication Time.
Pooling Restrictions. River and the Bank shall take any and all action reasonably requested by CFB which are necessary, in the opinion of CFB's accountants, to qualify the Merger as a "pooling of interests" for accounting purposes. From and after the date of this Agreement, neither River nor the Bank shall take any action which, with respect to River, would disqualify the Merger as a "pooling of interests" for accounting purposes.
Pooling Restrictions. Notwithstanding anything herein to the contrary, no Stockholder (or such Stockholder's assigns) will sell any Registrable Securities (whether pursuant to a registration or otherwise), and no Permitted Window will commence, until after Concur has publicly released a report including financial statements of Concur that include at least thirty days of post-Merger combined operating results of Concur and the Company.
