Accounting and Tax Matters. To its knowledge, after consulting with its independent auditors, neither Buyer nor any of its Affiliates has taken or agreed to take any action which would (i) prevent Buyer from accounting for the business combination to be effected by the Merger as a pooling of interests, or (ii) prevent the Merger from constituting a transaction qualifying as a reorganization under Section 368(a) of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Broderbund Software Inc /De/), Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Learning Co Inc)
Accounting and Tax Matters. To its knowledge, after consulting with its independent auditors, neither Buyer Seller nor any of its Affiliates (as defined in Section 6.10) has taken or agreed to take any action which would (i) prevent Buyer from accounting for the business combination to be effected by the Merger as a pooling of interests, interests or (ii) prevent the Merger from constituting a transaction qualifying as a reorganization under Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TMP Worldwide Inc), Agreement and Plan of Merger (Casella Waste Systems Inc)
Accounting and Tax Matters. To its knowledge, after consulting with its independent auditors, neither Buyer nor any of its Affiliates has taken or agreed to take any action which would (i) prevent Buyer from accounting for the business combination to be effected by the Merger Transaction as a pooling of interests, interests or (ii) prevent the Merger Transaction from constituting a transaction qualifying as a reorganization under Section 368(a) of the Code.
Appears in 1 contract
Samples: Stock Purchase Agreement (Murray United Development Corp)
Accounting and Tax Matters. To its knowledge, after consulting with its independent auditorsauditors and tax counsel, neither Buyer Seller nor any of its Affiliates (as defined in Section 6.10) has taken or agreed to take any action which would (i) prevent Buyer from accounting for the business combination to be effected by the Merger as a pooling of interests, or (ii) prevent the Merger from constituting a transaction qualifying as a reorganization under Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (West Coast Entertainment Corp)
Accounting and Tax Matters. To its knowledge, after consulting with its independent auditors, neither Buyer nor any of its Affiliates has taken or agreed to take any action which would (i) prevent Buyer from accounting for the business combination to be effected by the Merger as a pooling of interests, reverse merger or (ii) prevent the Merger from constituting a transaction qualifying as a reorganization under Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MediaMax Technology CORP)
Accounting and Tax Matters. To its knowledge, after consulting with its independent auditors, neither Buyer nor any of its Affiliates has taken or agreed to take any action which would (i) prevent Buyer from accounting for the business combination to be effected by the Merger as a pooling of interests, or (ii) prevent the Merger from constituting a transaction qualifying as a reorganization under Section 368(a) of the Code.. Section 4.16
Appears in 1 contract
Samples: Annex a Agreement and Plan of Merger (Broderbund Software Inc /De/)
Accounting and Tax Matters. To its knowledge, after consulting with its independent auditors, neither Buyer Seller nor any of its Affiliates (as defined in Section 6.10) has taken or agreed to take any action which would (i) prevent Buyer from accounting for the business combination to be effected by the Merger as a pooling of interests, reverse merger or (ii) prevent the Merger from constituting a transaction qualifying as a reorganization under Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MediaMax Technology CORP)
