Common use of Form W-9 Clause in Contracts

Form W-9. Under U.S. federal income tax law, each U.S. registered holder of ADSs is required to provide Citibank, N.A., as Depositary, with his/her correct taxpayer identification number (“TIN”) by completing Form W-9 and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individual, his/her TIN is his/her Social Security number. If the Depositary is not provided with the correct TIN, payments that are made to such registered holder with respect to the ADSs may be subject to federal backup withholding income tax. If the ADSs are registered in more than one name or are not in the name of the actual registered holder, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional guidance. Certain registered holders (including, among others, all corporations and certain foreign individuals) are exempt from the backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder generally must submit the applicable Form W-8, which can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Number on Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number — — or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:

Appears in 2 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), The Deposit Agreement (Citibank,N.A./ADR)

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Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the purchased shares are to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, each U.S. any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered holder of ADSs is required account must provide to provide Citibankthe Subscription Agent and New Esmark his, N.A., as Depositary, with his/her correct taxpayer identification number (“TIN”) by completing Form W-9 and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individual, his/her TIN is his/her Social Security number. If the Depositary is not provided with the or its correct TIN, payments and certify that are made such TIN is true, correct and complete, on the enclosed Form W-9. The TIN to such registered holder with respect to the ADSs may be subject to federal backup withholding income tax. If the ADSs are registered in more than one name or are not in the name provided is that of the actual registered holder, consult person submitting the enclosed Guidelines Exercise Notice. The TIN for Certification of Taxpayer Identification Number on Form W-9 for additional guidancean individual is generally his or her social security number. Certain registered holders Exempt persons (including, among others, all corporations and certain foreign individuals) are exempt from the not subject to backup withholding and reporting requirements. In order for a A foreign individual to may qualify as an exempt recipient, such holder generally must submit the applicable person by submitting a Form W-8, which signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the DepositarySubscription Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the enclosed attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. If backup withholding appliesIMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), the Depositary is required to withhold the appropriate percentage of any payments made to the holderTOGETHER WITH THE PAYMENT OF THE PURCHASE PRICE FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATE. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FORM W-9 BELOW FIRST PAGE OF THIS EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite noSUBSCRIPTION AGENT.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number — — or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:

Appears in 2 contracts

Samples: Clayton Acquisition CORP, Clayton Acquisition CORP

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the check for payment is to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, each U.S. any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered holder of ADSs is required account must provide to provide Citibankthe Paying Agent and New Esmark his, N.A.her or its correct TIN, as Depositary, with his/her correct taxpayer identification number (“TIN”) by completing Form W-9 and certifying certify that such holder TIN is not subject to federal backup withholding income taxtrue, correct and complete, on the enclosed Form W-9. If such registered holder is an individual, his/her TIN is his/her Social Security number. If not provided, a penalty of $50.00 may be imposed by the Depositary is not provided with the correct TIN, Internal Revenue Service and payments that are made to such registered holder with respect to the ADSs may be subject to federal 28% backup withholding income taxwithholding. If the ADSs are registered in more than one name or are not in the name The TIN to be provided is that of the actual registered holder, consult person submitting the enclosed Guidelines Exercise Notice. The TIN for Certification of Taxpayer Identification Number on Form W-9 for additional guidancean individual is generally his or her social security number. Certain registered holders Exempt persons (including, among others, all corporations and certain foreign individuals) are exempt from the not subject to backup withholding and reporting requirements. In order for a A foreign individual to may qualify as an exempt recipient, such holder generally must submit the applicable person by submitting a Form W-8, which signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the DepositaryPaying Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the enclosed attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. If backup withholding appliesyour payment is to be issued in a different name, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, you should submit a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. completed Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on with your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN)Election Form. If you do not have a numberneed additional or replacement copies of Form W-9, see How to get a TIN on page 3please call the Paying Agent at (000) 000-0000. Social security number — — or NoteIMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE PAYING AGENT PRIOR TO THE EXPIRATION DATE. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS PUT EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE PAYING AGENT.

Appears in 2 contracts

Samples: Clayton Acquisition CORP, Clayton Acquisition CORP

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the purchase price is to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, each U.S. any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered holder of ADSs is required account must provide to provide Citibankthe Subscription Agent and New Esmark his, N.A., as Depositary, with his/her correct taxpayer identification number (“TIN”) by completing Form W-9 and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individual, his/her TIN is his/her Social Security number. If the Depositary is not provided with the or its correct TIN, payments and certify that are made such TIN is true, correct and complete, on the enclosed Form W-9. The TIN to such registered holder with respect to the ADSs may be subject to federal backup withholding income tax. If the ADSs are registered in more than one name or are not in the name provided is that of the actual registered holder, consult person submitting the enclosed Guidelines Exercise Notice. The TIN for Certification of Taxpayer Identification Number on Form W-9 for additional guidancean individual is generally his or her social security number. Certain registered holders Exempt persons (including, among others, all corporations and certain foreign individuals) are exempt from the not subject to backup withholding and reporting requirements. In order for a A foreign individual to may qualify as an exempt recipient, such holder generally must submit the applicable person by submitting a Form W-8, which signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the DepositarySubscription Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the enclosed attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. If backup withholding appliesIMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), the Depositary is required to withhold the appropriate percentage of any payments made to the holderTOGETHER WITH THE PAYMENT OF THE PURCHASE PRICE FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO THE EXPIRATION DATE. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FORM W-9 BELOW FIRST PAGE OF THIS EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite noSUBSCRIPTION AGENT.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number — — or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:

Appears in 1 contract

Samples: Clayton Acquisition CORP

Form W-9. Under U.S. federal income tax law, each a non-exempt stockholder that is a U.S. registered holder of ADSs person (as defined in the enclosed instructions to IRS Form W-9) is required to provide Citibank, N.A., as Depositary, the Exchange Agent with his/her such stockholder's correct taxpayer identification number Taxpayer Identification Number (“TIN”) by completing on the enclosed IRS Form W-9 and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individualW-9, his/her TIN is his/her Social Security number. along with certain other information If the Depositary is not provided with the correct TIN, payments that certificate(s) are made to such registered holder with respect to the ADSs may be subject to federal backup withholding income tax. If the ADSs are registered in more than one name or are not in the name of the actual registered holderowner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on instructions to IRS Form W-9 for additional guidanceguidance on which number to report. Certain registered holders (including, among others, all corporations and certain foreign individuals) are exempt from Failure to provide the backup withholding and reporting requirements. In order for a foreign individual information on the form may subject the surrendering stockholder to qualify as an exempt recipient, such holder generally must submit the applicable Form W-8, which can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Number on Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid 28% backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a numberTIN, see How but have applied for one, write “Applied For” in the space for the TIN as directed in the instructions to get the enclosed IRS Form W-9. If a TIN has been applied for and the Exchange Agent is not provided with a TIN before payment is made, the Exchange Agent will withhold 28% on page 3all payments to such surrendering stockholders of any consideration due for their former shares. Social security number — — or NotePlease review the instructions to the Form W-9 for additional details on what TIN to give the Exchange Agent. If the account a stockholder is not a U.S. person (as defined in more than one name, see the instructions for line 1 to the enclosed IRS Form W-9), such stockholder is required to provide the Exchange Agent with an appropriate IRS Form W-8. The appropriate IRS Form W-8 and the chart on page 4 for guidelines on whose number to enterinstructions thereto may be obtained from the IRS at xxxx://xxx.xxx.xxx. Employer identification number Part II Certification Under penalties of perjury, I certify that:Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sucampo Pharmaceuticals, Inc.)

Form W-9. Under For your convenience, Stifel is providing the General Instructions to Form W-9 that are available on the Internal Revenue Service (“IRS”) website at xxx.xxx.xxx. These general instructions cover the purpose of the W-9 form as well as specific instructions for properly filling out the form. Stifel provides various versions of the W-9 that are considered to be a “substitute W-9,” and per the IRS W-9 instructions, “If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to the Form W-9.” Please read the instructions carefully and provide either the actual W-9 or the appropriate “substitute W-9” that Stifel has provided to ensure the account is opened correctly. Form W-9 should only be used if you are a U.S. federal income tax lawperson (including resident alien). What Is Backup Withholding? – Persons making certain payments to you must withhold and pay to the IRS 30% of such payments under certain conditions. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, each U.S. registered holder of ADSs is required to provide Citibankdividends, N.A.broker and barter exchange transactions, as Depositary, with his/her and royalties. If you give the requester your correct taxpayer identification number Tax Identification Number (“TIN”) by completing Form W-9 ), make the proper certifications, and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individual, his/her TIN is his/her Social Security number. If the Depositary is not provided with the correct TINreport all your taxable interest and dividends on your tax return, payments that are made to such registered holder with respect to the ADSs may you receive will not be subject to federal backup withholding income taxwithholding. If the ADSs are registered in more than one name or are not in the name of the actual registered holder, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional guidance. Certain registered holders (including, among others, all corporations and certain foreign individuals) are exempt from the backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder generally must submit the applicable Form W-8, which can Payments you receive will be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Number on Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is suppliedif: 1. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form you do not furnish your TIN to the requester, or 2. Do the IRS tells the requester that you furnished an incorrect TIN, or 3. the IRS tells you that you are subject to backup withholding because you did not send to the IRS. 1 Name (as shown report all your interest and dividends on your income tax returnreturn (for reportable interest and dividends only). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 34. For other entities, it is your employer identification number (EIN). If you do not have a numbercertify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), see How to get a or 5. you do not certify your TIN on page 3. Social security number — — or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:when required.

Appears in 1 contract

Samples: Safekeeping Agreement

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Form W-9. Under U.S. federal income tax law, each U.S. registered holder of ADSs is required to provide Citibank, N.A., as Depositary, with his/her correct taxpayer identification number (“TIN”) by completing Form W-9 and certifying that such holder is not subject to federal backup withholding income tax. If such registered holder is an individual, his/her TIN is his/her Social Security number. If the Depositary is not provided with the correct TIN, payments that are made to such registered holder with respect to the ADSs may be subject to federal backup withholding income tax. If the ADSs are registered in more than one name or are not in the name of the actual registered holder, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional guidance. Certain registered holders (including, among others, all corporations and certain foreign individuals) are exempt from the backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder generally must submit the applicable Form W-8, which can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Number on Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service PAYER’S NAME: CITIBANK, N.A. Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: o Individual/sole proprietor or o C Corporation o S Corporation single-member LLC ☐ C Corporation ☐ S Corporation ☐ o Partnership o Trust/estate o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. o Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) )_____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number — — or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Form W-9. If the registered account does not have an accurate or updated taxpayer identification number (“TIN”), we have enclosed a Form W-9 with the Exercise Notice. If we did not include a Form W-9 and the purchase price is to be issued in the same name, you need take no further action to certify the TIN for the registered account. Under U.S. federal income tax law, each U.S. any person submitting the Exercise Notice who has not previously certified the TIN relating to the registered holder of ADSs is required account must provide to provide Citibankthe Paying Agent and New Esmark his, N.A.her or its correct TIN, as Depositary, with his/her correct taxpayer identification number (“TIN”) by completing Form W-9 and certifying certify that such holder TIN is not subject to federal backup withholding income taxtrue, correct and complete, on the enclosed Form W-9. If such registered holder is an individual, his/her TIN is his/her Social Security number. If not provided, a penalty of $50.00 may be imposed by the Depositary is not provided with the correct TIN, Internal Revenue Service and payments that are made to such registered holder with respect to the ADSs may be subject to federal 28% backup withholding income taxwithholding. If the ADSs are registered in more than one name or are not in the name The TIN to be provided is that of the actual registered holder, consult person submitting the enclosed Guidelines Exercise Notice. The TIN for Certification of Taxpayer Identification Number on Form W-9 for additional guidancean individual is generally his or her social security number. Certain registered holders Exempt persons (including, among others, all corporations and certain foreign individuals) are exempt from the not subject to backup withholding and reporting requirements. In order for a A foreign individual to may qualify as an exempt recipient, such holder generally must submit the applicable person by submitting a Form W-8, which signed under penalties of perjury, certifying such individual’s foreign status. Such form can be obtained from the DepositaryPaying Agent. The signature and date endorsed on Form W-9 will serve to certify that the TIN and withholding information provided in such Form are true, correct and complete. See the enclosed attached Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions. If backup withholding appliesyour payment is to be issued in a different name, the Depositary is required to withhold the appropriate percentage of any payments made to the holder. Backup withholding is not an additional tax. Rather the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld and if withholding results in an overpayment of taxes, you should submit a refund may be obtained from the Internal Revenue Service, provided the requisite information is supplied. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING. PAYER’S NAME: CITIBANK, N.A. completed Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on with your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ►________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) _______________ (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN)Election Form. If you do not have a numberneed additional or replacement copies of Form W-9, see How to get a TIN on page 3please call the Paying Agent at (000) 000-0000. Social security number — — or NoteIMPORTANT: THIS EXERCISE NOTICE (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE PAYING AGENT PRIOR TO THE EXPIRATION DATE. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify that:DELIVERY OF THIS EXERCISE NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS PUT EXERCISE NOTICE WILL NOT CONSTITUTE A VALID DELIVERY TO THE PAYING AGENT.

Appears in 1 contract

Samples: Clayton Acquisition CORP

Form W-9. Under U.S. federal income tax law, each U.S. registered holder of ADSs Each stockholder surrendering Company Common Stock for payment is required to provide Citibank, N.A., as Depositary, Parent with his/her such holder’s correct taxpayer identification number Taxpayer Identification Number (“TIN”) by completing and certain other information on a Form W-9 (included in this Letter of Transmittal), or an appropriate IRS Form W-8 (and certifying that all required attachments), as described below. Failure to provide such information or an adequate basis for exemption from backup withholding on the form may subject such holder is not subject to federal backup income tax withholding on cash payments made with respect to certificates by the Payor (as defined below). Please consult the enclosed instructions to Form W-9 (or the appropriate Form W-8 available at xxx.xxx.xxx) for guidance on how to complete the form. IMPORTANT TAX INFORMATION United States federal income tax. If such registered holder tax law generally requires that if your shares are accepted for payment, you and/or your assignee (in either case, the “Payee”), must provide Parent (the “Payor”) with the Payee’s correct TIN, which, in the case of a Payee who is an individual, his/her TIN is his/her Social Security the Payee’s social security number. If the Depositary Payor is not provided with the correct TINTIN or an adequate basis for an exemption, payments that are made to such registered holder with respect to the ADSs Payee may be subject to federal a $50 penalty imposed by the IRS and backup withholding income tax. If in an amount equal to 28% (or the ADSs are registered in more than one name or are not in the name then prevailing rate) of the actual registered holder, consult proceeds received by the enclosed Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional guidance. Certain registered holders (including, among others, all corporations and certain foreign individuals) are exempt from the backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder generally must submit the applicable Form W-8, which can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Number on Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold the appropriate percentage of any payments made payee pursuant to the holderFirst Merger. Backup withholding is not an additional tax. Rather Rather, the tax liability of persons a person subject to backup withholding will be reduced by the amount of tax withheld and if by the Payor. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue ServiceIRS, provided the requisite appropriate information is suppliedtimely filed. PLEASE COMPLETE THE FORM W-9 BELOW TO PROVIDE THE DEPOSITARY WITH YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDINGTo prevent backup withholding, each Payee must provide such Payee’s correct TIN by completing the “Form W-9” set forth herein, certifying that (i) the TIN provided is correct, (ii) (a) the Payee is exempt from backup withholding, (b) the Payee has not been notified by the IRS that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the payee that such Payee is no longer subject to backup withholding, and (iii) the Payee is a U.S. Person (including a U.S. resident alien). PAYER’S NAME: CITIBANKIf the Payee does not have a TIN, N.A. such Payee should apply for and receive a TIN prior to submitting the Form W-9; please consult the for instructions to Form W-9 (Rev. December 2014) Department of for guidance on applying for a TIN. If the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form Payee does not provide such Payee’s TIN to the requesterPayor by the time of payment, backup withholding will apply. Do not send In order for a nonresident alien or non-U.S. person to qualify as exempt from backup withholding, such person must submit an appropriate and properly completed Form W-8BEN, Form W-8BEN-E, W-8ECI, W-8EXP or W-8IMY (and all required attachments), signed under penalties of perjury attesting to such exempt status. Such forms may be obtained from the IRSIRS at its Internet website: xxx.xxx.xxx. 1 Name All inquiries regarding the Merger should be made directly to: Matinas Biopharma Holdings, Inc. Attention: Xxxxx Xxxxxxx 0000 Xxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Phone: 000-000-0000 EXHIBIT A AFFIDAVIT AND INDEMNITY AGREEMENT Re: Shares of Common Stock of Aquarius Biotechnologies Inc., (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above Print or type See Specific Instructions on page 2. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter “Company”) par value $0.0001 per share (the tax classification (C=C corporation, S=S corporation, P=partnership“Company Common Stock”) The undersigned________ Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ☐ Other (see instructions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) _____ Exemption from FATCA reporting code (if any) ________________ (Applies to accounts maintained outside “Stockholder”), being duly sworn, affirms the U.S.) 5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number — — or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number Part II Certification Under penalties of perjury, I certify thatfollowing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.)

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