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. 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 Corporation shall have received the advice of BDO Xxxxxxx LLP, in writing and otherwise in form and substance reasonably satisfactory to the Corporation, that the Recapitalization will qualify for recapitalization accounting treatment under generally accepted accounting principles; and
Recapitalization Accounting. Windward shall have received a letter from Ernst & Young LLP, the Company's independent accounting firm, dated the date of the Effective Time, regarding such independent accounting firm's concurrence with the Company's management as to the appropriateness of "recapitalization" accounting for the Merger, if the Merger is consummated in accordance with this Agreement.
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 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. 23 5.13 Indemnification............................................. 23 ARTICLE VI
Recapitalization Accounting. The Company shall cooperate with any reasonable requests of Buyer or the SEC related to recording the Merger as a recapitalization for financial reporting purposes. In furtherance of the foregoing, the Company shall provide to Acquisition for the prior review of Buyer's advisors any description of the transactions contemplated by this Agreement that the Company intends to disseminate. 5.13
