Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS. (DO NOT WRITE IN SPACE BELOW) CERTIFICATE SURRENDERED OUTSTANDING NOTES TENDERED OUTSTANDING NOTES ACCEPTED ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- Delivery Prepared by: __________________________________________________________ Checked by: ____________________________________________________________________ Date: __________________________________________________________________________
Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE THE FOLLOWING W-8BEN TO BE COMPLETED BY SHAREHOLDERS THAT ARE NOT RESIDENTS OF THE UNITED STATES OF AMERICA Form W-8BEN (Rev. February 2006) Department of the Treasury Internal Revenue Service Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding · Section references are to the Internal Revenue Code. · See separate instructions. · Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545-1621 Do not use this form for: Instead, use Form: · A U.S. citizen or other U.S. person, including a resident alien individual W-9 · A person claiming that income is effectively connected with the conduct of a trade or business in the United States W-8ECI · A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions) W-8ECI or W-8IMY · A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or W-8EXP Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only to claim they are a foreign person exempt from backup withholding. · A person acting as an intermediary W-8IMY Note: See instructions for additional exceptions.
Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS. (DO NOT WRITE IN SPACE BELOW) CERTIFICATE OUTSTANDING NOTES OUTSTANDING NOTES SURRENDERED TENDERED ACCEPTED ------------------------ -------------------------- ------------------------ ------------------------ -------------------------- ------------------------ ------------------------ -------------------------- ------------------------ Delivery Prepared by: ---------------------------- Checked by: -------------------------------------- Date: --------------------------------------------
Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS. Notice of Guaranteed Delivery of Shares of Common Stock of SPS TECHNOLOGIES, INC. Pursuant to the Election Form/Letter of Transmittal (Not to be Used for Signature Guarantees) This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to guarantee delivery of shares of common stock of SPS Technologies, Inc. ("SPS Shares") pursuant to Section 5 of the related Election Form/Letter of Transmittal, if (i) certificates for SPS Shares are not immediately available, (ii) certificates for SPS Shares cannot be delivered to The Bank of New York (the "Exchange Agent") on or prior to the election deadline, which is 5:00 p.m., Eastern Time, on December 2, 2003 (the "Election Deadline") or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. The Exchange Agent: The Bank of New York By Mail: By Overnight Courier: By Hand: The Bank of New York SPS Technologies Exchange P.O. Box 859208 Braintree, MA 02185-9208 The Bank of New York SPS Technologies Exchange 000 Xxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 The Bank of New York Reorganization Services 000 Xxxxxxx Xxxxxx Receive and Deliver Window, 0-X Xxx Xxxx, XX 00000 By Facsimile Transmission: (For Eligible Institutions Only) (000) 000-0000 To Confirm Facsimile Only: (000) 000-0000, Ext. 200 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON AN ELECTION FORM/LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE ELECTION FORM/ LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby surrenders to the Exchange Agent, upon the terms and subject to the conditions set forth in the Election Form/Letter of Transmittal and related instructions, receipt of which is hereby acknowledged, the number of SPS Shares specified below pursuant to the guaranteed delivery pr...
Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE IRS. Exhibit B Form of Lockup LOCK-UP AGREEMENT Friedman, Billings, Xxxxxx & Co., Inc. CIBC World Markets Corp. RBC Capital Markets Corporation As Representatives of the several Underwriters c/o Friedman, Billings, Xxxxxx & Co., Inc. 0000 00xx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 RE: Liquidity Services, Inc. (the “Company”) Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $.001 per share, of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the “Offering”) for which you will act as the representatives (the “Representatives”) of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital to use for working capital and general corporate purposes. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (each being, a “Disposition”) any shares of Common Stock, any options or warrants to purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock (collectively, “Securities”) now owned directly by the undersigned or with respect to which the undersigned has the power of Disposition, otherwise than (i) as a bona fide gift or gifts (including, but not limited to, gifts to immediate family members), provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) to any transfer to a trust formed for the direct or indirect benefit of the transferor or an immediate family member of the transferor, provided that the trustee of the trust agrees in writing to be bound by this restriction and so long as the transfer does not involve a Dispos...
Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE Instructions for Form W-8BEN Department of the Treasury Internal Revenue Service (Rev. February 2006) Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding General Instructions Section references are to the Internal Revenue Code Unless otherwise noted. For definitions of terms used throughout these instructions, see Definitions on pages 3 and 4. Purpose of form. Foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that consists of: • Interest (including certain original issue discount (OID)); • Dividends; • Rents; • Royalties; • Premiums; • Annuities; • Compensation for, or in expectation of, services performed; • Substitute payments in a securities lending transaction: or • Other fixed or determinable annual or periodical gains, profits, or income. This tax is imposed on the gross amount paid and is generally collected by withholding under section 1441 or 1442 on that amount. A payment is considered to have been made whether it is made directly to the beneficial owner or to another person, such as an intermediary, agent, or partnership, for the benefit of the beneficial owner. In addition, section 1446 requires a partnership conducting a trade or business in the United States to withhold tax on a foreign partner’s distributive share of the partnership’s effectively connected taxable income. Generally, a foreign person that is a partner in a partnership that submits a Form W-8 for purposes of section 1441 or 1442 will satisfy the documentation requirements under section 1446 as well. However, in some cases the documentation requirements of sections 1441 and 1442 do not match the documentation requirements of section 1446. See Regulations sections 1.1446-1 through 1.1446-6. Further, the owner of a disregarded entity, rather than the disregarded entity itself, shall submit the appropriate Form W-8 for purposes of section 1446. If you receive certain types of income, you must provide Form W-8BEN to: • Establish that you are not a U.S. person; • Claim that you are the beneficial owner of the income for which Form W-8BEN is being provided or a partner in a partnership subject to section 1446; and • If applicable, claim a reduced rate of, or exemption from, withholding as a resident of a for...
Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONSULT YOUR TAX ADVISER OR THE INTERNAL REVENUE SERVICE SCHEDULE A Contracts and Obligations Exhibit E SIGNIFICANT STOCKHOLDERS AGREEMENT This Significant Stockholders Agreement (this “Agreement”), dated as of , 2008, is by and among Midwest Shoppes Intermediate Holding Corp., a Delaware corporation (“Parent”), Midwest Shoppes Integrated, Inc., a Delaware corporation (“Merger Sub”), Gordmans, Inc., a Delaware corporation (the “Company”), the Persons set forth as Significant Stockholders on the signature pages attached hereto (the “Significant Stockholders”), and Xxxxxxx X. Xxxxxxx, in such Person’s capacity as Stockholders’ Representative. Parent, Merger Sub, the Significant Stockholders and Stockholders’ Representative are referred to collectively herein as the “Parties”. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given them in the Merger Agreement (in each case, as defined below).
Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE Exhibit I Sempra Termination Agreement [Filed with the SEC as Exhibit 10.1 to Holdings’ Current Report on Form 8-K, filed on May 18, 2011 and incorporated by reference herein]
Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE Exhibit D Form of Xxxxxxx X. Xxxxx Amended and Restated Non-Competition Agreement This Amended and Restated Confidentiality, Inventions and Non-Compete Agreement (this “Confidentiality Agreement”), is entered into as of August 10, 2005, by and between Xxxxxxx X. Xxxxx, an individual resident of Florida (“Employee”) and Daou Systems, Inc., a Delaware corporation (the “Employer”), which is a material part of the consideration for the August 13, 2004 Amended and Restated Employment Agreement between Employee and Employer (the “Employment Agreement”).
