Common use of Additional Disclosure Clause in Contracts

Additional Disclosure. Prior to and in connection with the Merger, RP has no intention to redeem any RP Common Stock or make any extraordinary distributions with respect thereto, and the persons that are related to RP within the meaning of Temporary Treasury Regulation ss. 1.368-1T(e)(2)(ii) have not and will not acquire any RP Common Stock from any holder thereof with consideration other than RP Common Stock. (a) Following the Merger, RP intends to hold at least 90 percent of the fair market value of its net assets and at least 70 percent of the fair market value of its gross assets held immediately prior to the Effective Date. For purposes of this representation, amounts paid by RP to stockholders who receive cash or other property pursuant to the Merger, amounts paid by RP to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by RP immediately preceding the Effective Date, will be included as assets of RP held immediately prior to the Effective Date. (b) RP has no plan or intention to issue additional shares of its stock (or securities, options, warrants or instruments giving the holder thereof the right to acquire RP stock) that would (or if exercised would) result in CSI losing control of RP within the meaning of Section 368(c) of the Code. (c) RP will not assume any liabilities of Merger Sub (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business) or acquire any assets of Merger Sub that are subject to liabilities (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business). (d) Following the Merger, RP intends to continue its historic business or use a significant portion of its historic business assets in a business. (e) Except as provided in this Agreement, each of RP and its stockholders will pay their respective expenses, if any, incurred in connection with the Merger. (f) There is no intercorporate indebtedness existing between CSI and RP, or between Merger Sub and RP, that was issued, acquired or will be settled at a discount. (g) RP is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (h) On the date of the Merger, the fair market value of the assets of RP will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. (i) RP is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (j) RP will not take any action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

Additional Disclosure. Prior to and in connection with the Merger, RP has no intention to redeem any RP Common Stock or make any extraordinary distributions with respect thereto, and the persons that are related to RP within the meaning of Temporary Treasury Regulation ss. (S) 1.368-1T(e)(2)(ii) have not and will not acquire any RP Common Stock from any holder thereof with consideration other than RP Common Stock. (a) Following the Merger, RP intends to hold at least 90 percent of the fair market value of its net assets and at least 70 percent of the fair market value of its gross assets held immediately prior to the Effective Date. For purposes of this representation, amounts paid by RP to stockholders who receive cash or other property pursuant to the Merger, amounts paid by RP to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by RP immediately preceding the Effective Date, will be included as assets of RP held immediately prior to the Effective Date. (b) RP has no plan or intention to issue additional shares of its stock (or securities, options, warrants or instruments giving the holder thereof the right to acquire RP stock) that would (or if exercised would) result in CSI losing control of RP within the meaning of Section 368(c) of the Code. (c) RP will not assume any liabilities of Merger Sub (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business) or acquire any assets of Merger Sub that are subject to liabilities (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business). (d) Following the Merger, RP intends to continue its historic business or use a significant portion of its historic business assets in a business. (e) Except as provided in this Agreement, each of RP and its stockholders will pay their respective expenses, if any, incurred in connection with the Merger. (f) There is no intercorporate indebtedness existing between CSI and RP, or between Merger Sub and RP, that was issued, acquired or will be settled at a discount. (g) RP is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (h) On the date of the Merger, the fair market value of the assets of RP will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. (i) RP is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (j) RP will not take any action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

Additional Disclosure. Prior to and in connection with the Merger, RP has no intention to redeem any RP Common Stock or make any extraordinary distributions with respect thereto, and the persons that are related to RP within the meaning of Temporary Treasury Regulation ss. Section 1.368-1T(e)(2)(ii) have not and will not acquire any RP Common Stock from any holder thereof with consideration other than RP Common Stock. (a) Following the Merger, RP intends to hold at least 90 percent of the fair market value of its net assets and at least 70 percent of the fair market value of its gross assets held immediately prior to the Effective Date. For purposes of this representation, amounts paid by RP to stockholders who receive cash or other property pursuant to the Merger, amounts paid by RP to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by RP immediately preceding the Effective Date, will be included as assets of RP held immediately prior to the Effective Date. (b) RP has no plan or intention to issue additional shares of its stock (or securities, options, warrants or instruments giving the holder thereof the right to acquire RP stock) that would (or if exercised would) result in CSI losing control of RP within the meaning of Section 368(c) of the Code. (c) RP will not assume any liabilities of Merger Sub (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business) or acquire any assets of Merger Sub that are subject to liabilities (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business). (d) Following the Merger, RP intends to continue its historic business or use a significant portion of its historic business assets in a business. (e) Except as provided in this Agreement, each of RP and its stockholders will pay their respective expenses, if any, incurred in connection with the Merger. (f) There is no intercorporate indebtedness existing between CSI and RP, or between Merger Sub and RP, that was issued, acquired or will be settled at a discount. (g) RP is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (h) On the date of the Merger, the fair market value of the assets of RP will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject. (i) RP is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (j) RP will not take any action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.