Common use of Pooling Accounting Clause in Contracts

Pooling Accounting. Parent and Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', to cause its "affiliates" (as defined in Section 5.18) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 3 contracts

Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/)

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Pooling Accounting. Parent and the Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. The Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" (as defined in Section 5.18) affiliates not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coherent Communications Systems Corp), Agreement and Plan of Merger (Tellabs Inc)

Pooling Accounting. Parent and the Company shall each use its ------------------ commercially reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of Parent and the Company shall use its commercially reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" the Company Affiliates (as defined in Section 5.185.11) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 2 contracts

Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)

Pooling Accounting. Parent and Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interestsinterests under generally accepted accounting principles and applicable SEC rules and regulations. Each of Parent and Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" (as defined in Section 5.18) Affiliates not to take any action that would adversely affect the ability of Parent or the Surviving Corporation to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger and Reorganization (E Trade Group Inc)

Pooling Accounting. Parent and the Company shall each use its ------------------ reasonable best efforts their Best Efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of Parent and the Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', Best Efforts to cause its "affiliates" (as defined in Section 5.18) Affiliates not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mdsi Mobile Data Solutions Inc /Can/)

Pooling Accounting. The Company and Parent and Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. The Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" (as defined in Section 5.18) respective employees, directors, stockholders and affiliates not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Corsair Communications Inc)

Pooling Accounting. Parent and the Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of Parent and the Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" the Company Affiliates (as defined in Section 5.185.12) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as or a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Pooling Accounting. Parent and the Company shall each use its best ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of Parent and the Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" Affiliates (as defined in Section 5.185.8) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Flycast Communications Corp)

Pooling Accounting. Parent and Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of pooling-of-interests. Each of Parent and Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliatesAffiliates" (as defined in Section 5.185.7) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of pooling-of-interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Novellus Systems Inc)

Pooling Accounting. Parent and Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interestsinterests under generally accepted accounting principles and applicable SEC rules and regulations. Each of Parent and Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" (as defined in Section 5.18) Affiliates not to take any action that would adversely affect the ability of Parent or the Surviving Corporation to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Stockholder Agreement (Telebanc Financial Corp)

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Pooling Accounting. Parent and Company shall each use its ------------------ their reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of pooling-of-interests and shall not take any action which would reasonably be known after consultation with their respective accounting and financial advisors to interfere with Parent's ability to account for the Merger as a pooling-of-interests. Each of Parent and Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" (as defined in Section 5.18) their respective Affiliates not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of pooling-of-interests.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Micrel Inc)

Pooling Accounting. Parent and Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of pooling-of-interests. Each of Parent and Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliatesAffiliates" (as defined in ---------- Section 5.185.7) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of pooling-of-interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gasonics International Corp)

Pooling Accounting. Parent and the Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of Parent and the Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" Affiliates (as defined in Section 5.185.8) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cybermedia Inc)

Pooling Accounting. Parent and the Company shall each use its ------------------ reasonable their best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of Parent and the Company shall use its reasonable their best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" Affiliates (as defined in Section 5.185.10) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tut Systems Inc)

Pooling Accounting. Parent and the Company shall each use its ------------------ reasonable best commercial efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of Parent and the Company shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', commercial efforts to cause its "affiliates" Affiliates (as defined in Section 5.185.10) not to take any action that would adversely affect the ability of Parent to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Platinum Technology Inc)

Pooling Accounting. Each of the Company and Parent and Company shall each use its ------------------ reasonable best efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of the Company and Parent shall use its reasonable best efforts, if the transactions represented by the Merger are 'poolable', efforts to cause its "affiliates" (as defined in Section 5.18) respective employees, directors, stockholders and affiliates not to take any action that would adversely affect the ability of Parent and the Company to account for the business combination to be effected by the Merger as a pooling of interests.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Russo Paul M)

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