Common use of CERTAIN FEDERAL INCOME TAX CONSEQUENCES Clause in Contracts

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Sales of Shares pursuant to the Offer (and the receipt of the right to receive cash by the shareholders of the Company pursuant to the Merger) will be taxable transactions for Federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also be taxable transactions under applicable state, local, foreign and other tax laws. For Federal income tax purposes, a tendering shareholder will generally recognize gain or loss equal to the difference between the amount of cash received by the shareholder pursuant to the Offer (or to be received pursuant to the Merger) and the aggregate tax basis in the Shares tendered by the shareholder and purchased pursuant to the Offer (or cancelled pursuant to the Merger). Gain or loss will be calculated separately for each block of Shares tendered and purchased pursuant to the Offer (or cancelled pursuant to the Merger). If tendered Shares are held by a tendering shareholder as capital assets, gain or loss recognized by the tendering shareholder will be capital gain or loss, which will be long-term capital gain or loss if the tendering shareholder's holding period for the Shares exceeds one year. Under present law, long-term capital gains recognized by a tendering individual shareholder will generally be taxed at a maximum Federal marginal tax rate of 28%, and long-term capital gains recognized by a tendering corporate shareholder will be taxed at a maximum Federal marginal tax rate of 35%. A shareholder (other than certain exempt shareholders including, among others, all corporations and certain foreign individuals) that tenders Shares may be subject to 31% backup withholding unless the shareholder provides its TIN and certifies that such number is correct or properly certifies that it is awaiting a TIN. A shareholder that does not furnish its TIN may be subject to a penalty imposed by the IRS. Each shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding. If backup withholding applies to a shareholder, the Depositary is required to withhold 31% from payments to such shareholder. Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder upon filing an income tax return. THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF ITS INDIVIDUAL CIRCUMSTANCES. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER AND THE MERGER.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Sales The following summary, based upon current law, is a general discussion of Shares pursuant certain federal income tax consequences of the Offer and the Merger to the Offer (and the receipt stockholders of the right to receive cash by the shareholders of the Company pursuant to the Merger) will be taxable transactions for Federal income tax purposes under Company. This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations thereunder and administrative rulings and judicial authority as of the date hereof. All of the foregoing are subject to change, and any such change could affect the continuing validity of this summary. This summary does not discuss all aspects of federal income taxation that may also be taxable transactions relevant to particular stockholders of the Company in light of such stockholders' specific circumstances or to certain types of stockholders subject to special treatment under applicable the federal income tax laws (for example, foreign persons, dealers in securities, banks, insurance companies, tax-exempt organizations and stockholders who acquired Shares pursuant to the exercise of options or otherwise as compensation or through a tax-qualified retirement plan), and it does not discuss any aspect of state, local, foreign and or other tax laws. For Federal The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposespurposes under the Code. In general, a tendering shareholder stockholder will generally recognize gain or loss equal to the difference between the amount of cash received by the shareholder pursuant to the Offer (or to be received pursuant to the Merger) and the aggregate stockholder's tax basis in the Shares tendered by sold and the shareholder and purchased pursuant to the Offer (or cancelled pursuant to the Merger)amount of any cash received in exchange therefor. Gain Such gain or loss will be calculated separately for each block of Shares tendered and purchased pursuant to the Offer (or cancelled pursuant to the Merger). If tendered Shares are held by a tendering shareholder as capital assets, gain or loss recognized by if the tendering shareholder will be Shares sold were held as a capital gain or loss, which asset and will be long-term capital gain or loss if the tendering shareholder's holding period Shares were held for the Shares exceeds more than one year. Under present lawBackup Withholding. To prevent "backup withholding" of federal income tax on payments of cash to a stockholder of the Company who exchanges Shares for cash in the Offer or the Merger, long-term capital gains recognized by a tendering individual shareholder will generally be taxed at a maximum Federal marginal tax rate stockholder of 28%the Company must, unless an exception applies under the applicable law and long-term capital gains recognized by a tendering corporate shareholder will be taxed at a maximum Federal marginal tax rate regulations, provide the Substitute Form W-9 and certify under penalties of 35%. A shareholder (other than certain exempt shareholders including, among others, all corporations and certain foreign individuals) that tenders Shares may be subject to 31% backup withholding unless the shareholder provides its TIN and certifies perjury that such number is correct or properly certifies and that it such stockholder is awaiting a TINnot subject to backup withholding. A shareholder that does Substitute Form W-9 is included in the Letter of Transmittal. If the correct taxpayer identification number and certifications are not furnish its TIN provided, a $50 penalty may be imposed on a stockholder of the Company by the Internal Revenue Service, and cash received by such stockholder in exchange for Shares in the Offer may be subject to a penalty imposed by backup withholding of 31%. Alternative Minimum Tax. Stockholders should consult their own tax advisors as to the IRS. Each shareholder should complete applicability and sign the Substitute Form W-9 included as part effect of the Letter of Transmittal so as alternative minimum tax to provide the information and certification necessary to avoid backup withholding. If backup withholding applies to a shareholder, the Depositary is required to withhold 31% from payments to such shareholder. Backup withholding is not an additional tax. Rather, the amount gain recognized upon sale of the backup withholding can be credited against Shares in the Federal income tax liability of Offer or the person subject to the backup withholdingMerger. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE ARE BASED UPON PRESENT LAW, provided that the required information is given to the IRSARE FOR GENERAL INFORMATION ONLY AND DO NOT PURPORT TO BE A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX EFFECTS AS APPLICABLE TO A PARTICULAR STOCKHOLDER OF THE COMPANY. If backup withholding results in an overpayment of taxEACH STOCKHOLDER IS URGED TO CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER (INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, a refund can be obtained by the shareholder upon filing an income tax returnSTATE, LOCAL, FOREIGN AND OTHER TAX LAWS). THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE OR DIRECTOR STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES STOCKHOLDERS WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF ITS INDIVIDUAL CIRCUMSTANCES. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL CITIZENS OR FOREIGN INCOME AND OTHER TAX LAWS) RESIDENTS OF THE OFFER AND THE MERGERUNITED STATES.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Sales The receipt of cash for Shares pursuant to the Offer (and the receipt of the right to receive cash by the shareholders of the Company pursuant to or in the Merger) will be a taxable transactions transaction for Federal United States federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also be a taxable transactions transaction under applicable state, local, foreign and local or other tax laws). For Federal income tax purposesIn general, a tendering shareholder will generally recognize gain or loss for such purposes equal to the difference between such shareholder's adjusted tax basis for the Shares such shareholder sells in such transaction and the amount of cash received by the shareholder pursuant to the Offer (or to be received pursuant to the Merger) and the aggregate tax basis in the Shares tendered by the shareholder and purchased pursuant to the Offer (or cancelled pursuant to the Merger)therefor. Gain or loss will must be calculated determined separately for each block of Shares tendered and purchased (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer (or cancelled pursuant converted to cash in the Merger). If tendered Shares are held by a tendering shareholder as capital assets, Such gain or loss recognized by the tendering shareholder will be capital gain or loss, which loss if the Shares are a capital asset in the hands of the shareholder and will be long-long term capital gain or loss if the tendering shareholder's holding period Shares were held for more than one year on the date of sale (in the case of the Offer) or the effective time of the Merger (in the case of the Merger). The receipt of cash for Shares exceeds one year. Under present lawpursuant to the exercise of dissenters' rights, long-term capital gains recognized by a tendering individual shareholder if any, will generally be taxed at a maximum Federal marginal tax rate of 28%, and long-term capital gains recognized by a tendering corporate shareholder will be taxed at a maximum Federal marginal tax rate of 35%in the same manner as described above. A shareholder (other than certain exempt shareholders including, among others, all corporations and certain foreign individuals) that tenders Shares Payments in connection with the Offer or the Merger may be subject to "backup withholding" at a rate of 31% backup %. Backup withholding unless generally applies if the shareholder provides its (a) fails to furnish such shareholder's social security number or TIN, (b) furnishes an incorrect TIN, or (c) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is such shareholder's correct number and certifies that such number shareholder is correct or properly certifies that it is awaiting a TIN. A shareholder that does not furnish its TIN may be subject to a penalty imposed by the IRS. Each shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding. If backup withholding applies to a shareholder, the Depositary is required to withhold 31% from payments to such shareholder. Backup withholding is not an additional tax. Rathertax but merely an advance payment, the amount of the backup withholding can which may be credited against the Federal income tax liability of the person subject refunded to the backup withholding, provided that the required information is given to the IRS. If backup withholding extent it results in an overpayment of tax. Certain persons generally are entitled to exemption from backup withholding, including corporations, non-United States persons and financial institutions. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each shareholder should consult with his own tax advisor as to such shareholder's qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering shareholders may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. The foregoing discussion may not be applicable to a refund can be obtained by shareholder who acquired Shares pursuant to the exercise of employee stock options or otherwise as compensation, or to a shareholder upon filing an who is not a United States person for United States federal income tax returnpurposes (including a shareholder who is not a citizen or resident of the United States) or who is otherwise subject to special tax treatment under the Internal Revenue Code. THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODEIn addition, SUCH AS NONthe foregoing discussion does not address the tax treatment of holders of options or warrants to acquire Shares or of securities convertible into Shares. The federal income tax discussion set forth above is included for general information only and is based upon present law. Shareholders are urged to consult their tax advisors with respect to the specific tax consequences of the Offer and the Merger to them, including the application and effect of the alternative minimum tax, and state, local or non-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF ITS INDIVIDUAL CIRCUMSTANCES. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER AND THE MERGERUnited States income and other tax laws.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Sales The receipt of cash for Shares pursuant to the Offer (and the receipt of the right to receive cash by the shareholders of the Company pursuant to or in the Merger) will be a taxable transactions transaction for Federal federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also be a taxable transactions transaction under applicable state, local, foreign and local or other tax laws). For Federal income tax purposesIn general, a tendering shareholder will generally recognize gain or loss for such purposes equal to the difference between such shareholder's adjusted tax basis for the Shares such shareholder sells in such transaction (or surrenders in the Merger) and the amount of cash received by the shareholder pursuant to the Offer (or to be received pursuant to the Merger) and the aggregate tax basis in the Shares tendered by the shareholder and purchased pursuant to the Offer (or cancelled pursuant to the Merger)therefor. Gain or loss will must be calculated determined separately for each block of Shares tendered and purchased (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer (or cancelled pursuant converted to cash in the Merger). If tendered Shares are held by a tendering shareholder as capital assets, Such gain or loss recognized by the tendering shareholder will be capital gain or loss, which loss if the Shares are a capital asset in the hands of the shareholder and will be long-long term capital gain or loss if the tendering Shares were held for more than one year on the date of sale (in the case of the Offer) or the Effective Time of the Merger (in the case of the Merger). The receipt of cash for Shares pursuant to the exercise of dissenters' rights, if any, will generally be taxed in the same manner described above. An individual shareholder's holding period for the Shares exceeds one year. Under present law, long-term capital gains recognized by a tendering individual shareholder will generally be taxed at a maximum Federal marginal tax rate of 28%, and long-term capital gains recognized by a tendering corporate shareholder gain will be taxed at a maximum Federal marginal tax the lowest applicable rate (generally 20%) if such shareholder held the Shares for more than eighteen months on the date of 35%sale or the Effective Time of the Merger, whichever is the relevant date. A shareholder (other than certain exempt shareholders including, among others, all corporations and certain foreign individuals) that tenders Shares Payments in connection with the Offer or the Merger may be subject to "backup withholding" at a rate of 31% backup %. Backup withholding unless generally applies if the shareholder provides its (i) fails to furnish such shareholder's social security number or TIN; (ii) furnishes an incorrect TIN; or (iii) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is such shareholder's correct number and certifies that such number shareholder is correct or properly certifies that it is awaiting a TIN. A shareholder that does not furnish its TIN may be subject to a penalty imposed by the IRS. Each shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding. If backup withholding applies to a shareholder, the Depositary is required to withhold 31% from payments to such shareholder. Backup withholding is not an additional tax. Rathertax but merely an advance payment, the amount of the backup withholding can which may be credited against the Federal income tax liability of the person subject refunded to the backup withholding, provided that the required information is given to the IRS. If backup withholding extent it results in an overpayment of tax. Certain persons generally are entitled to exemption from backup withholding, a refund can including corporations and financial institutions. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each shareholder should consult with his own tax advisor as to such shareholder's qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering shareholders may be obtained able to prevent backup withholding by completing the shareholder upon filing an income tax returnSubstitute Form W-9 included in the Letter of Transmittal. THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF ITS INDIVIDUAL CIRCUMSTANCES. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER AND THE MERGER.8