Examples of Pooling Rules in a sentence
If (a) the Board approves a merger or consolidation of the Company which is intended by the Board to satisfy the accounting rules related to the pooling of interest method of accounting (the "Pooling Rules") and (b) any provision of this Agreement would violate the Pooling Rules, then such provision shall be deemed null and void ab initio.
In such event, the Company and the Executive shall negotiate, in good faith, a replacement provision of equivalent value which does not cause such a violation, provided, and to the extent, that the Company's outside auditors determine that any such replacement provision is permissible without violating the Pooling Rules.
In such event, Primex shall offer, in good faith, to the affected Participants, a replacement provision of equivalent value which does not cause such a violation, provided, and to the extent, that Primex's outside auditors determine that any such replacement provision is permissible without violating the Pooling Rules.
The Company will use commercially reasonable efforts to cause each person who is identified as an "affiliate" to deliver to the Buyer as promptly as practicable a written agreement in the form attached hereto as EXHIBIT F (an "Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and the Pooling Rules.
Set forth in the Company Disclosure Letter is a list of those persons who may be deemed to be, in Company's reasonable judgement, affiliates of Company (each a "Company Affiliate"), as such term is defined in paragraphs (c) and (d) of Rule 145 promulgated by the Securities Act and/or (i) Accounting Series Releases 130, 135 and 146 and (ii) Staff Accounting Bulletin Two, as amended, of the Securities and Exchange Commission (collectively, the "Pooling Rules").
The Company will deliver to Buyer prior to the Closing Date, a letter identifying all persons who are, immediately prior to the Closing Date, "Affiliates" of the Company for purposes of Rule 145 under the Securities Act ("Rule 145"), or the rules and regulations of the SEC relating to pooling-of-interests accounting treatment for merger transactions (the "Pooling Rules").
Each such written agreement shall state that it is for the benefit of and may be enforced by Borrower and a copy of the written agreement signed by the proposed recipient shall be sent to Borrower.
Neither the Company nor any of its Subsidiaries or, to the best knowledge, information and belief of the Company, any of their respective directors, officers or shareholders has taken any action, nor to the best knowledge, information and belief of the Company does any fact or circumstance exist, which would interfere with FAFCO's ability to account for the Merger as a pooling of interests under the Pooling Rules.
Neither FAFCO nor any of its Subsidiaries or, to the best knowledge, information and belief of the Company, any of their respective directors, officers or shareholders has taken any action, nor to the best knowledge, information and belief of the Company does any fact or circumstance exist, which would interfere with FAFCO's ability to account for the Merger as a pooling of interests under the Pooling Rules.
If (a) the Board approves a merger or consolidation of Lycos which is intended by the Board to satisfy the accounting rules related to the pooling of interest method of accounting (the "Pooling Rules") and (b) any provision of this Amendment would violate the Pooling Rules, then such provision shall be null and void ab initio.