Pooling; Tax Matters. As of the date hereof, to the Knowledge of the Company, neither the Company nor any of its Affiliates has taken or agreed to take any action or failed to take any action that would prevent (a) the Merger from being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the Regulations and interpretations of the SEC or (b) the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
Pooling; Tax Matters. Neither Acquiror nor any of its Affiliates has taken or agreed to take any action or failed to take any action that would prevent the Merger from (a) being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the regulations and interpretations of the SEC, or (b) from constituting a reorganization within the meaning of Section 368(a) of the Code.
Pooling; Tax Matters. (a) The Company intends that the Merger be accounted for under the "pooling of interests" method under the requirements of APB 16 and the Regulations of the SEC.
Pooling; Tax Matters. (a) Parent intends that the Merger be accounted for under the "pooling of interests" method under the requirements of APB 16 and the Regulations of the SEC.
Pooling; Tax Matters. Neither the Acquiror nor, to the -------------------- Knowledge of the Acquiror, any of its Affiliates has taken or agreed to take any action that would prevent (a) the Merger from being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the Regulations of the Commission or (b) the Merger from constituting a reorganization within the meaning of section 368(a) of the Code. Without limiting the generality of the foregoing:
Pooling; Tax Matters. Neither Acquiror nor any of its Affiliates has taken or agreed to take any action or failed to take any action that would prevent the Merger from: (a) being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the regulations and interpretations of the SEC; or (b) constituting a reorganization within the meaning of Section 368(a)2(E) of the Code.
Pooling; Tax Matters. Neither Parent nor any of its affiliates has taken or agreed to take any action or failed to take any action, or has any reason to believe that any conditions exist, that would prevent (a) Parent from accounting for the business combination to be effected by the Merger as a pooling of interests or (b) the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
Pooling; Tax Matters. (a) Neither Company nor any of its "affiliates" (as defined in Section 5.12) has taken or has agreed to take any action or failed to take any action that would prevent the Merger from (i) being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the regulations and interpretations of the SEC, or (ii) from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Pooling; Tax Matters. Neither the Company nor any of its -------------------- affiliates has taken or agreed to take any action or failed to take any action that would prevent (a) Parent from accounting for the business combination to be effected by the Merger as a pooling of interests or (b) the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code. Without limiting the effect of a breach of any other representation or warranty set forth in this Agreement, the failure of this representation to be true and correct, shall, if as a result the Merger is not able to be accounted for as a pooling of interests or a reorganization within the meaning of Section 368(a) of the Code, constitute a breach of this Agreement by the Company for the purposes of Section 8.1(e).
Pooling; Tax Matters. Neither Parent nor any of its -------------------- affiliates has taken or agreed to take any action or failed to take any action that would prevent (a) Parent from accounting for the business combination to be effected by the Merger as a pooling of interests or (b) the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code. Without limiting the effect of a breach of any other representation or warranty set forth in this Agreement, the failure of this representation to be true and correct shall, if as a result the Merger is not able to be accounted for as a reorganization within the meaning of Section 368(a) of the Code, constitute a breach of this Agreement by Parent for purposes of Section 8.1(f).
