Pooling Letters definition

Pooling Letters shall have the meaning set forth in Section 9.10.
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Pooling Letters shall have the meaning set forth in Section 6.3(f) hereof.
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Pooling Letters means favorable letters from KPMG, the independent accountants of NBT, dated the date of or shortly prior to each of the mailing date of the proxy materials to the stockholders of CNB, and the date of the Effective Time, in customary form and substance for letters issued in connection with transactions similar to the Holding Company Merger, relating to the qualification of the Holding Company Merger for pooling-of-interests accounting treatment.
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Examples of Pooling Letters in a sentence

  • STOCKHOLDERS shall not sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any shares of MARINEMAX Stock received by the STOCKHOLDERS in the Merger in violation of the provisions of the Pooling Letters referred to in Section 9.10 hereof.

  • 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.

  • A-28 5.15 Pooling Letters.....................................................

  • Each of Parent and the Company shall have received letters (the "Pooling Letters"), dated as of the Effective Date, from Ernst & Young, LLP, regarding such firm's concurrence with Parent's management's and the Company's management's conclusions as to the appropriateness of pooling of interest accounting for the Merger under Accounting Principles Opinion No. 16 if closed and consummated in accordance with this Agreement.

  • The Company shall have received from each person who Parent in good faith determines is an affiliate of Parent, an Affiliate Agreement as set forth in Section 5.7, and each such Affiliate Agreement shall be in full force and effect; and (j) Pooling Letters.

  • All MARINEMAX Stock received by the STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof and in the Pooling Letters referred to in Section 9.10 hereof, have the same rights as all the other shares of outstanding MARINEMAX Stock by reason of the provisions of the Certificate of Incorporation of MARINEMAX or as otherwise provided by the Delaware GCL.

  • Purchaser and Parent shall have received the Rule 145 Letters and the Pooling Letters from the persons and at the times specified in Section 2.4, and the letters referenced in Section 2.13.

  • Parent and the Company shall have received substantially identical written opinions of Test▇, ▇▇rw▇▇▇ & ▇hib▇▇▇▇▇ ▇▇▇ Wilson, Sonsini, Good▇▇▇▇ & ▇osa▇▇ ▇▇▇pectively, in form and substance reasonably satisfactory to them to the effect that the Mergers will constitute a reorganization within the meaning of Section 368 of the Code; and (f) Accountants' Pooling Letters.

  • Contemporaneously herewith, each of the Shareholders shall deliver to Parent a written agreement substantially in the form attached hereto as EXHIBIT 2.4 ("Pooling Letters").

  • NBT shall deliver to KPMG such certificates or representations as KPMG may reasonably request to enable it to deliver the Pooling Letters.

Related to Pooling Letters

  • Pooling Agreement means the Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge Funding, Inc., Bunge Management Services, Inc., as servicer, and the Master Trust Trustee, as amended, modified or supplemented from time to time in accordance with its terms, subject to Section 3.02(f) hereof.

  • Pooling and Servicing Agreement The pooling and servicing agreement among Wells Fargo Asset Securities Corporation, as depositor, Wells Fargo ▇▇▇▇, N.A., as master servicer, the Trustee, and, if app▇▇▇▇▇le, the Trust Administrator, relating to the issuance of the Mortgage Pass-Through Certificates.

  • Other Pooling and Servicing Agreement With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling and servicing agreement or other comparable agreement governing the creation of any related Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Loan Combination or the related Mortgage Loan.

  • Cash Pooling Arrangements means a deposit account arrangement among a single depository institution, CDW and one or more Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by CDW and such Foreign Subsidiaries for cash management purposes.

  • Custodial Agreements The Custodial Agreements, listed in Exhibit F hereof, as each such agreement may be amended or supplemented from time to time as permitted hereunder.