Pooling Letters. (a) The Company shall use its best efforts to cause to be delivered to Parent a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & 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 "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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").
Appears in 2 contracts
Sources: Agreement and Plan of Acquisition and Amalgamation (Discreet Logic Inc), Agreement and Plan of Acquisition and Amalgamation (Autodesk Inc)
Pooling Letters. (a) The Company shall use its best efforts to cause to be delivered to Parent a letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & 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 "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ POOLING LETTERPooling 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 Ernst & YOUNG POOLING LETTERYoung Pooling Letter").
Appears in 1 contract
Sources: Agreement and Plan of Acquisition and Amalgamation (Autodesk Inc)