Recapitalization Accounting. Newco shall be reasonably satisfied that the Merger shall be recorded as a recapitalization for financial reporting purposes.
Recapitalization Accounting. Newco shall be reasonably satisfied that the Merger shall be recorded as a recapitalization for financial reporting purposes (provided that if Newco is advised that the SEC finally determines that recapitalization treatment will not be available, Newco will advise the Company within 30 days of receipt of such final determination whether it intends to waive such condition and if it advises the Company that it has determined not to so waive, the Company may terminate this Agreement pursuant to Section 8.1(c) as if the date of such advice from Newco was deemed to be December 31, 1997 for purposes of Section 8.1(c)).
Recapitalization Accounting. The Company shall cooperate with any reasonable requests of Parent or the SEC related to the recording of the Merger as a recapitalization for financial reporting purposes, including, without limitation, to assist Parent and Sub with any presentation to the SEC with regard to such recording and to include appropriate disclosure with regard to such recording in all filings with the SEC and all mailings to stockholders made in connection with the Merger. In furtherance of the foregoing, the Company shall provide to Parent for the prior review of Parent's advisors any description of the transactions contemplated by this Agreement which is meant to be disseminated.
Recapitalization Accounting. MergerCo shall be reasonably satisfied that the Merger shall be recorded as a recapitalization for financial reporting purposes (provided that if MergerCo is advised that the SEC finally determines -------- that recapitalization treatment will not be available, MergerCo will advise the Company within 30 days of receipt of such final determination whether it intends to waive such condition and if it advises the Company that it has determined not to so waive, the Company may terminate this Agreement pursuant to Section 8.1(3) as if the date of such advice from MergerCo was deemed to be November 30, 1998 for purposes of Section 8.1(3)).
Recapitalization Accounting. The Parent shall have received from --------------------------- PricewaterhouseCoopers LLP, independent auditors of the Parent, assurances in form and substance reasonably acceptable to the Company to the effect that the recapitalization accounting previously utilized by the Parent will not be affected by the Merger.
Recapitalization Accounting. The Company shall have received from the Company's regular independent auditing firm a letter in form and substance reasonably satisfactory to Purchaser to the effect that the transactions contemplated by this Agreement will receive recapitalization accounting treatment and such letter has not been modified in a manner adverse to Purchaser or withdrawn.
Recapitalization Accounting. The Company shall have delivered to Buyer a certificate of the Company, signed by an officer of the Company, certifying that the Company has been advised by Xxxxxx Xxxxxxxx LLP that the transactions contemplated hereby shall be recorded as a recapitalization for financial reporting purposes.
Recapitalization Accounting. Xxxxxx Xxxxxxxx LLP shall have advised the Company that the transactions contemplated hereby shall be recorded as a recapitalization for financial reporting purposes. The Company may waive any condition specified in this Section 9.2 if the Company executes a writing so stating at or prior to the Closing; provided that if the Closing is consummated, all such conditions shall be deemed to have been satisfied or waived by the Company.
Recapitalization Accounting. 44 17. Miscellaneous......................................... 44 SCHEDULE I. Directors and Executive Officers of the Company SCHEDULE II. Opinion of Bowlxx Xxxlxxxxx XXXEDULE III. Section 262 of the General Corporation Law of the State of Delaware SCHEDULE IV. Audited Financial Statements (and Related Notes) for the Company as of June 30, 1998 and June 30, 1997 and for the three years ended June 30, 1998 SCHEDULE V. Unaudited Balance Sheet for the Company as of March 31, 1999 and June 30, 1998, the Statements of Operations for the Three and Nine-Month Periods ended March 31, 1999 and 1998 and Statements of Cash Flows for the Nine-Month Periods Ended March 31, 1999 and 1998
Recapitalization Accounting. The Transactions have been structured to qualify for recapitalization accounting treatment, consisting of the purchase by the Company (and the cancelation) of certain Shares (i) in the Offer for the Offer Price and (ii) in the Merger in exchange for the Merger Consideration, both of which are funded by the Debt Financing and an equity investment by Buyer of $23,960,149.
