Common use of Accounting and Tax Matters Clause in Contracts

Accounting and Tax Matters. As of the date hereof, neither the Company nor any of its affiliates has taken or agreed to take any action, nor do the executive officers of the Company have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Usf&g Corp), Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)

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Accounting and Tax Matters. As of the date hereofof this Agreement, neither the Company nor any of its affiliates Subsidiaries has taken or agreed to take any action, nor do the its executive officers of the Company have any actual knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Corzon Inc), Agreement and Plan of Merger (Dci Telecommunications Inc)

Accounting and Tax Matters. As of the date hereof, neither the Company it nor any of its affiliates Affiliates has taken or agreed to take any action, nor do the executive officers of the Company its Named Executive Officers have any actual knowledge of any fact or circumstance, that would prevent Parent Keystone from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (Republic Automotive Parts Inc)

Accounting and Tax Matters. (a) As of the date hereof, neither the Company nor any of its affiliates Affiliates has taken or agreed to take any action, nor do the executive officers Responsible Executive Officers of the Company have any knowledge of any fact or circumstance, that would prevent Parent or the Company from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Youth Services International Inc), Agreement and Plan of Merger (Correctional Services Corp)

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Accounting and Tax Matters. As of the date hereof, neither the Company nor nor, to Company's knowledge, any of its affiliates Affiliates has taken or agreed to take any action, nor do the executive officers of the does Company have any knowledge of any fact or circumstance, that would prevent Parent from accounting for the business combination to be effected by the Merger as a "pooling-of-interests" pooling of interests or prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a "reorganization" reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Geotel Communications Corp)

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