Pooling of Interests Accounting. In the event any provision of this Agreement would prevent the use of pooling of interests accounting in a corporate transaction involving the Company and such transaction is contingent upon pooling of interests accounting, then that provision shall be deemed amended or revoked to the extent required to preserve such pooling of interests. The Executive will, upon advice from the Company, take (or refrain from taking, as appropriate) all actions necessary or desirable to ensure that pooling of interests accounting is available.
Pooling of Interests Accounting. Notwithstanding any other provision of this Agreement to the contrary, in the event the consummation of a Change in Control is contingent on using the pooling of interests accounting methodology, the Company may make any modifications to this Agreement necessary to preserve the use of pooling of interests accounting.
Pooling of Interests Accounting. Notwithstanding anything herein to the contrary, no acceleration of exercisability or vesting of the Option shall occur pursuant to this Amendment in the event that (a) the Securities and Exchange Commission (the "SEC") asserts that such acceleration of exercisability or vesting precludes the use of "pooling of interests" accounting treatment of the Transfer of Control, (b) the Transfer of Control is supported by the Board of Directors of the Company, and (c) the SEC will not reverse its position following reasonable persuasive efforts by the Company.
Pooling of Interests Accounting. The Company has never been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded and, within the past two years, there has not been any sale or spin-off of a significant amount of assets of the Company or any affiliate of the Company other than in the ordinary course of business. Except as set forth on Schedule 5.27, the Company owns no capital stock of Metals. The Company has not acquired any of its capital stock during the past two years. Except as set forth on Schedule 5.27, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of the Company Stock or any interest therein or to pay any dividend or make any distribution in respect thereof. Neither the voting stock structure of the Company nor the relative ownership of shares among any of the Company's stockholders has been altered or changed within the last two years in contemplation of the Exchange. There has been no transaction or action taken with respect to the equity ownership of the Company in contemplation of the Exchange which would prevent Metals from accounting for the Exchange under the pooling-of-interests method of accounting in accordance with Opinion No. 16 of the Accounting Principles Board ("Opinion No. 16"). If required, the Stockholders and the President or Chief Financial Officer of the Company will execute any documentation reasonably required by Metals' independent public accountants to enable Metals to account for the Exchange as a pooling-of-interests.
Pooling of Interests Accounting. The Company has never been a subsidiary or division of another corporation or a part of an acquisition which was later rescinded and, within the past two years, there has not been any sale or spin-off of a significant amount of assets of the Company or any Affiliate of the Company other than in the ordinary course of business. The Company owns no capital stock of PalEx. The Company has not acquired any of its capital stock during the past two years. Except as set forth in SCHEDULE 4.4, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its capital stock or any interest therein or to pay any dividend or make any distribution in respect thereof. Neither the voting stock structure of the Company nor the relative ownership of shares among any of the Company's stockholders has been altered or changed within the last two years in contemplation of the Merger. None of the shares of Company Common Stock was issued pursuant to awards, grants or bonuses, and there has been no transaction or action taken with respect to the equity ownership of the Company in contemplation of the Merger that would prevent PalEx from accounting for the Merger under the pooling-of-interests method of accounting in accordance with Opinion No. 16 of the Accounting Principles Board ("OPINION NO. 16").
Pooling of Interests Accounting. The Company, Parent and Merger Sub shall each use their commercially reasonable efforts to cause the business combination to be effected by the Merger to be accounted for as a Pooling of Interests from and after the Effective Time. The Company and Parent shall each use their commercially reasonable efforts to cause their respective employees, directors, shareholders and Affiliates not to knowingly 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 from and after the Effective Time.
Pooling of Interests Accounting. Except for other actions specifically permitted to be taken hereunder, from and after the date of this Agreement and until the Effective Time, unless Parent otherwise determines that the acquisition will not be accounted for as a "pooling of interests", neither Company nor Parent nor any of their respective subsidiaries or other affiliates shall take, or fail to take, any action that would jeopardize the treatment of Parent's acquisition of Company as a "pooling of interests" for accounting purposes.
Pooling of Interests Accounting. No event shall have occurred which, in the reasonable opinion of Purchaser and concurred in by KMPG Peat Marwick LLP, would prevent the Merger from being accounted for as a pooling of interests, and Purchaser shall have received from KPMG Peat Marwick LLP opinions that the Merger shall qualify as a pooling of interests for accounting purposes.
Pooling of Interests Accounting. SPSS has consulted with KPMG Peat Marwick LLP, as its independent auditors, regarding the ability to qualify for pooling of interests accounting relating to the transactions contemplated hereunder. Such auditors have not stated to SPSS any material doubt that pooling of interests accounting will be available with respect to the transactions contemplated hereunder. SPSS believes that the condition precedent contained in Section 11.5 hereof will be satisfied.
Pooling of Interests Accounting. (a) Each of ALZA and SEQUUS shall use commercially reasonable efforts to cause the business combination to be effected by the Merger to be accounted for as a pooling of interests. Each of ALZA and SEQUUS shall use commercially reasonable efforts to cause its Affiliates not to take any action that would prevent ALZA from accounting for the business combination to be effected by the Merger as a pooling of interests.
