Pooling Treatment. SCB shall have received a letter from Deloitte & Touche LLP, dated the date of the Proxy Statement and confirmed in writing at the Effective Time, stating that it knows of nothing with respect to SCB that prohibits Acquiror from accounting for the Merger as a pooling of interests.
Pooling Treatment. Acquiror shall have received a letter from KPMG Peat Marwick LLP, dated the date of the Proxy Statement and confirmed in writing at the Effective Time, regarding KPMG Peat Marwick LLP's concurrence with Acquiror's management as to the appropriateness of pooling of interests accounting for the Merger under Accounting Principles Board Opinion No. 16, if the Merger is consummated in accordance with this Agreement.
Pooling Treatment. Metals shall have received advice in form and substance satisfactory to Metals from an accounting firm satisfactory to Metals to the effect that the Exchange will qualify for pooling-of-interests accounting under Opinion No. 16.
Pooling Treatment. SCHWAB and UST intend the Merger to qualify as a "pooling of interests" for accounting purposes. Each of SCHWAB and UST and their respective affiliates shall use commercially reasonable efforts to cause the Merger to so qualify and to obtain the letters referred to in Section 7.1(f). Each of SCHWAB, MERGER SUB and UST and each of their respective affiliates shall not take any action and shall not fail to take any action or suffer to exist any condition which action or failure to act or condition would prevent, or would be reasonably likely to prevent, the Merger from qualifying as a "pooling of interests" for accounting purposes.
Pooling Treatment. The parties agree to cooperate and to take such actions as are reasonably necessary to permit Newco properly to account for the transaction contemplated by this Agreement as a pooling-of-interests.
Pooling Treatment. Neither party will or will permit any of their affiliates to knowingly take any action that would jeopardize the Merger receiving pooling of interest treatment for tax purposes.
Pooling Treatment. BRC shall have received the reasonable assurances of Price Waterhouse LLP, BRC's independent public accountants, to BRC's satisfaction, that the transactions contemplated by this Agreement qualify for pooling-of-interests accounting treatment in accordance with Accounting Principles Board Opinion No. 16 and the rules and regulations of the SEC.
Pooling Treatment. KPMG Peat Marwick LLP, certified public accountants for BancorpSouth, and Ernst & Young LLP, certified public accountants for the Company, shall have each delivered a letter dated the Closing Date and addressed to BancorpSouth, to the effect that the Merger will qualify for pooling of interests accounting treatment under applicable accounting standards if consummated in accordance with this Agreement.
Pooling Treatment. Although consummation of the transactions described in this Agreement is not conditioned upon the Merger qualifying under U.S. generally accepted accounting principles as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board ("APB 16"), each of Parent, Sub and the Company will use reasonable efforts to obtain pooling treatment for the Merger and to obtain a letter from their respective independent accounting firms dated as of the Closing Date stating that the Merger will qualify under U.S. generally accepted accounting principles as a pooling of interests transaction under APB 16, provided nothing herein shall be construed as requiring the Company or any of its employees to alter the treatment being afforded to it or them pursuant to this Agreement.
Pooling Treatment. (a) LABN will take no action that would prevent or impede the Merger from qualifying for "pooling of interests" accounting treatment or KPMG from delivering the Pooling Letters.
(b) LABN shall deliver to KPMG such certificates or representations as KPMG may reasonably request to enable it to deliver the Pooling Letters.
