Pooling Letters. The STOCKHOLDERS shall each have executed and delivered a letter agreement in favor of MARINEMAX and NEWCO, in form and content as set forth in Annex VI attached hereto (the "Pooling Letters"), pursuant to which each STOCKHOLDER shall agree to hold the MARINEMAX Stock received by such STOCKHOLDER, for such period of time as is necessary to allow the Merger to be accounted for as a "pooling-of-interests" under the rules and regulations of the SEC.
Pooling Letters. FLAG shall have received an opinion of Xxxxxx Xxxxxx Xxxxx, LLP, dated as of the date of filing of the Registration Statement with the SEC and as of the Closing Date, addressed to FLAG and in form and substance reasonably acceptable to FLAG, to the effect that the Merger, for accounting purposes, shall qualify for treatment as a pooling of interests.
Pooling Letters. JPFI and RSI shall have received letters from each of RSI's independent accountants and JPFI's independent accountants, dated as of the Closing Date, in each case addressed to JPFI and RSI, stating that the Merger qualifies for accounting as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations.
Pooling Letters. Each of the Parties shall have received copies of the letters, dated as of the date of filing of the Registration Statement with the SEC and as of the Effective Time, addressed to UPC, from Price Waterhouse LLP to the effect that the Merger will qualify for pooling-of-interests accounting treatment.
Pooling Letters. 53 5.16 Reasonable Best Efforts and Further Assurances................................... 53 5.17
Pooling Letters. Each of Parent and the Company shall have received a letter of its independent public accountants, dated the Effective Date, in form and substance reasonably satisfactory to it stating that the transactions effective pursuant to Article I of this Agreement will qualify as transactions to be accounted for in accordance with the pooling-of-interests method of accounting under the requirements of APB No. 16.
Pooling Letters. Each of Razorfish and i-Cube shall have received letters, dated as of the Closing Date, in each case addressed to Razorfish and i-Cube, from Xxxxxx Xxxxxxxx LLP and PriceWaterhouseCoopers LLP stating in substance that pooling of interests accounting is appropriate for the Merger under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations.
Pooling Letters. (a) The Company shall use its best efforts to cause to be delivered to Parent a letter of Xxxxxx Xxxxxxxx & Cie, addressed to the Company, dated as of a date within two business days prior to the Effective Time, setting forth that the Company will qualify as a combining company in a pooling-of-interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations (the "XXXXXX XXXXXXXX POOLING LETTER"). (b) Parent shall use its best efforts to cause to be delivered to the Company a letter of Ernst & Young LLP, addressed to Parent, dated as of a date within two business days prior to the Effective Time, setting forth the concurrence of Ernst & Young LLP with the conclusion of Parent's management that the Transactions will qualify as a pooling-of-interests transaction under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations if consummated in accordance with the terms of this Agreement and the Ancillary Documents (the "ERNST & YOUNG POOLING LETTER"). 5.16
Pooling Letters. Parent and the Company shall have received the letters described in the third Recital to this Agreement from Deloitte & Touche LLP and Xxxxxx Xxxxxxxx LLP and such letters shall not have been withdrawn, modified or qualified in any material respect as of the Effective Time, as certified by Deloitte & Touche LLP and Xxxxxx Xxxxxxxx LLP, respectively, in a writing addressed to their respective addresses and dated as of the Effective Date, and Parent shall have received the letter of Xxxxxx Xxxxxxxx LLP, addressed to Parent and dated as of the Effective Date, stating that, in reliance on the letter and the certificate of Deloitte & Touche LLP described in this paragraph (h) and based on its familiarity with Parent, the Merger will qualify as a pooling-of-interests transaction under Opinion 16.
Pooling Letters. Each Party shall have received a letter, dated as of the Effective Time, in a form reasonably acceptable to such Party, from Price Waterhouse LLP to the effect that the Merger will qualify for pooling-of-interests accounting treatment. Each Party shall have received a letter, dated as of the Effective Time, in a form reasonably acceptable to such Party, from Ernst & Young LLP to the effect that such firm is not aware of any matters relating to Magna and its Subsidiaries which would preclude the Merger from qualifying for pooling-of-interests accounting treatment.
