Pooling of Interests Accounting Treatment. If the application of any provision of this Agreement, or of the Agreement in its entirety, would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by the Company, this Agreement, upon the determination of the Board, shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact.
Pooling of Interests Accounting Treatment. Notwithstanding anything to the contrary contained herein, to the extent that any payment or other benefit under this Agreement would prevent a Change in Control transaction involving the Company which would otherwise qualify for pooling of interests accounting treatment from so qualifying, then the provision setting forth such payment or benefit shall be deemed amended or revoked to the extent required to preserve such pooling of interests treatment. The Board will use good faith efforts to provide the Executive with a substitute benefit that is as comparable as possible under the circumstances and which will not limit or otherwise restrict the use of pooling of interests accounting treatment. 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 for such transaction.
Pooling of Interests Accounting Treatment. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement, including without limitation the Restricted Shares Award described in Section 1, would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by Company, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be). If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of Company. The Board of Directors of Company shall, in its sole and absolute discretion, make all determinations necessary under this Section; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, with the concurrence of Company's independent auditors at the time such determination is to be made.
Pooling of Interests Accounting Treatment. Notwithstanding anything contained herein to the contrary, to the extent any of the provisions hereof would, in the opinion of the Company's independent public accountants, adversely affect the Company's ability to use pooling of interests accounting treatment under Accounting Principles Board Opinions No. 00, Xxxxxxxx Xxxxxxxxxxxx ("XXX 00"), xx any other accounting literature that would supersede any provisions of APB 16 relating to pooling of interests accounting treatment for a transaction, the Company shall have the right to unilaterally amend the applicable provisions hereof in order to facilitate the Company's ability to use pooling of interests accounting treatment. In so amending the applicable provisions hereof, the Company shall use its best efforts to put Executive in as close to the same economic position (without violating any rules relating to pooling of interests accounting treatment) as Executive would otherwise have been in had the provisions not been amended.
Pooling of Interests Accounting Treatment. (a) The Company shall not intentionally take or cause or permit to be taken any action, whether before or after the Effective Time, which would disqualify the Merger from receiving pooling-of-interests accounting treatment.
Pooling of Interests Accounting Treatment. Gold Banc shall not intentionally take or cause or permit to be taken any action, whether before or after the Effective Time, which would disqualify the Merger from receiving pooling-of-interests accounting treatment.
Pooling of Interests Accounting Treatment. Consumers and PSC shall use their best efforts to preserve the "pooling of interests" accounting treatment for the Merger.
Pooling of Interests Accounting Treatment. Parent and the Company shall have received from KPMG LLP, as independent auditors of Parent, and Ernst & Young LLP, as independent auditors of the Company, on the Closing Date, letters dated as of such date, in form and substance reasonably acceptable to Parent and the Company, regarding the appropriateness of pooling of interests accounting treatment for the Merger by Parent for purposes of its consolidated financial statements under generally accepted accounting principles and applicable SEC rules and regulations.
Pooling of Interests Accounting Treatment. Arthxx Xxxexxxx xxxll have confirmed in writing to CU and Home that the Merger and Bank Merger will qualify for pooling of interests accounting treatment.
Pooling of Interests Accounting Treatment. The Company and the Sellers acknowledge that the Buyer intends to account for the Merger and the consummation of the transactions contemplated hereby as a "pooling of interests" under generally accepted accounting principles and principles applied by the SEC, all as from time to time in effect. The Company and each Seller acknowledge, represent, warrant and agree that (a) the Company is not and has never been a division or more than 50% owned Subsidiary of any corporation nor been part of an acquisition which was later rescinded, (b) neither the Company nor such Seller has taken, within the previous two years, or will take, prior to the Closing, any action (i) to change the equity interest of the voting common stock of the Company (or amended the terms of any securities of the Company or of any Contractual Obligation relating thereto) in contemplation of the transactions contemplated by this Agreement, including, without limitation, any additional issuance, exchange or retirement of any securities of the Company, (ii) to permit the Company to reacquire any shares of its voting common stock or (iii) to permit the Company or any Subsidiary of the Company to dispose of a significant portion of its assets in contemplation of the transactions contemplated by this Agreement, (c) none of the Sellers has entered into any agreement that would restrict any such Person's voting rights with respect to the B/E Shares to be issued pursuant to the Merger in accordance with ss. 2.4, (d) the ratio of the interest in the Company of each holder of Company Common Stock to each other holder of Company Common Stock will not be changed by the consummation of the transactions contemplated by this Agreement and (e) neither the Company nor any Seller has at any time since January 1, 1996 acquired any shares of B/E Common Stock, nor will any Seller acquire any shares of B/E Common Stock prior to the Closing. In addition, each Seller agrees that such Seller will not sell or otherwise dispose of any of the B/E Shares to be received by such Seller, or in any other way reduce such Seller's risk relative to such B/E Shares, prior to the date on which the Buyer files with the SEC or makes publicly available financial results covering at least 30 days of post-merger combined operations, and that the certificates evidencing the B/E Shares shall bear a legend setting forth the foregoing restriction in the manner required by the corporate laws of the State of Delaware.
