Taxation and Accounting. 46 6.7. Access................................................................47 6.8. Affiliates............................................................47 6.9.
Taxation and Accounting. (a) At or prior to the filing of the Registration Statement and at or prior to the Closing, the Company and Parent shall execute and deliver to Xxxxxx Godward LLP and to Xxxxxxxx & Xxxxxxxx tax representation letters reasonably satisfactory to such counsel setting forth customary representations which may be relied upon by such counsel in rendering any opinions contemplated by this Agreement. Parent shall use commercially reasonable efforts to cause Xxxxxxxx & Xxxxxxxx to deliver to Parent a legal opinion, satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date that is no more than two business days prior to the date of filing of the Registration Statement, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, based in part on the tax representation letters described in this Section 6.7(a). The Company shall use commercially reasonable efforts to cause Xxxxxx Godward LLP to deliver to the Company a legal opinion, satisfying the requirements of Item 601 of Regulation S-K promulgated under the Securities Act and dated as of a date that is no more than two business days prior to the date of filing of the Registration Statement, to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code, based in part on the tax representation letters described in this Section 6.7(a).
(b) Parent shall cooperate with the Company and the Company shall use reasonable best efforts to cause to be delivered to Parent and the Company, a letter from Ernst & Young LLP addressed to the Company, as of the Closing Date, stating that based upon discussions with officials of the Company responsible for financial and accounting matters, and information furnished to Ernst & Young LLP to the date of its letter, Ernst & Young LLP concurs with the Company's management's conclusion that, as of the date of its letter, no conditions exist related to the Company that would preclude Parent's accounting for the Merger as a pooling of interests.
(c) The Company shall cooperate with Parent and Parent shall use reasonable best efforts to cause to be delivered to Parent, a letter from PricewaterhouseCoopers LLP addressed to Parent, dated as of the Closing Date, confirming as of the Closing Date that, based upon discussions with officials of Parent responsible for financial and accounting matters and the letter provided by Ernst & Youn...
Taxation and Accounting. All taxation shall be drawn and accounted in the financial statements pursuant to the PRC accounting principles, including deferred tax or interim tax at the end of or before the accounting period, including but not limited to the tax the Company has been levied or may be levied at any time.
Taxation and Accounting. Subject to Section 6.2 and Parent's rights under the Stock Option Agreement, neither Parent nor the Company shall take or cause to be taken any action, whether before or after the Effective Time, that would disqualify the Merger as a "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code. Each of Parent and the Company agrees to use its reasonable best efforts to cure any impediment to the qualification of the Merger as a "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code.
Taxation and Accounting. Subject to Section 6.3, neither Parent nor the Company shall take or cause to be taken any action, whether before or after the Effective Time, that would disqualify the Merger as a "pooling of interests" for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Code.
Taxation and Accounting. 38 6.7. Access............................................................................39 6.8. Affiliates........................................................................39 6.9. Stock Exchange Listing and De-listing.............................................41 6.10. Publicity.........................................................................41 6.11. Benefits..........................................................................41 (a) Stock Options.............................................................41 (b) Directors of Parent.......................................................43 (c)
Taxation and Accounting. 28 6.7 ACCESS ............................................................... 28 6.8
Taxation and Accounting. (a) Neither Parent nor the Company shall take or cause to be taken, and each of Parent and the Company shall use its reasonable best efforts to prevent any of its affiliates from taking, any action, whether before or after the Effective Time, that would disqualify the Merger as a "reorganization" within the meaning of Section 368(a) of the Code. Each of Parent and the Company agrees to use all reasonable best efforts to cure any impediment to the qualification of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code.
(b) On or prior to the date the Prospectus/Proxy Statement is mailed to its stockholders and on or prior to the Closing Date, each of the Company and Parent shall use its reasonable best efforts to cause to be delivered to the other party and its directors a letter of its independent auditors, dated the date of which the S-4 Registration Statement shall become effective and the Closing Date, respectively, in form and substance customary for "comfort" letters delivered by independent public accountants in connection with registration statements similar to the S-4 Registration Statement.
Taxation and Accounting. (a) Neither Parent nor the Company shall, nor shall they permit either of their respective Subsidiaries or Affiliates to, take or cause to be taken any action, whether before or after the Effective Time, that would disqualify the Merger as a "reorganization" within the meaning of Section 368(a) of the Code. Each of Parent and the Company agrees to use its reasonable best efforts to cure any impediment to the qualification of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code.
(b) The Company shall prepare and file the consolidated Federal income tax return for the tax year ended June 30, 1999, for the affiliated group of which the Company is the common parent corporation, prior to the Closing Date and in a manner consistent (including elections and accounting methods and conventions) with such return for the prior tax year, except as otherwise required by applicable law or agreed to by the Parent, and shall provide Parent with a copy of such return prior to the filing of such return.
Taxation and Accounting. Neither Parent nor the Company shall, nor shall they permit either of their respective Subsidiaries or Affiliates to, take or cause to be taken any action, whether before or after the Effective Time, that would disqualify the Merger as a "reorganization" within the meaning of Section 368(a) of the Code. Each of Parent and the Company agrees to use its reasonable best efforts to cure any impediment to the qualification of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code.
