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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Medco Research Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Pooling; Tax Matters. Neither Acquiror the Company 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Medco Research Inc)
Pooling; Tax Matters. Neither Acquiror (a) To the Knowledge of the Company, neither the Company nor any of its Affiliates has taken or agreed to take any action or action, failed to take any action or is aware of any fact or circumstance that would prevent (i) the Merger from (a) being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the regulations and interpretations Regulations of the SEC, SEC or (bii) the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dallas Semiconductor Corp), Agreement and Plan of Merger (Maxim Integrated Products Inc)
Pooling; Tax Matters. Neither Acquiror To the Knowledge of the Company after due investigation, 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 (a) being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the regulations Regulations and interpretations of the SEC, Commission or (b) the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.. Section 4.20
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitrode Corp), Agreement and Plan of Merger (Unitrode Corp)
Pooling; Tax Matters. Neither Acquiror To the Knowledge of the Company after -------------------- due investigation, 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 (a) being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the regulations Regulations and interpretations of the SEC, Commission or (b) the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Benchmarq Microelectronics Inc)
