Common use of IMPORTANT TAX INFORMATION Clause in Contracts

IMPORTANT TAX INFORMATION. Under United States federal income tax law, holders of Securities who are “U.S. persons” (as defined in the instructions to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number (“TIN”). If such holder is an individual, the TIN is generally his or her social security number. If the holder does not provide the correct TIN or an adequate basis for an exemption, such holder may be subject to a penalty imposed by the IRS, and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations and certain foreign holders) are exempt recipients not subject to these backup withholding requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons should certify their exempt status on IRS Form W-9 by entering the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from backup withholding, including which version of IRS Form W-8 you should provide to the Company. See the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)

Appears in 3 contracts

Samples: Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.)

AutoNDA by SimpleDocs

IMPORTANT TAX INFORMATION. Under In order to avoid backup withholding of United States federal income tax, United States federal income tax lawlaw generally requires that if your Securities are accepted for payment, holders of Securities who are you or your assignee (in either case, the U.S. persons” (as defined in the instructions to the enclosed IRS Form W-9Payee”) must provide his, her or its current taxpayer identification number the Paying Agent (the “Payor”) with the Payee’s correct Taxpayer Identification Number (“TIN”). If such holder , which, in the case of a Payee who is an individual, is the TIN is generally his or her Payee’s social security number. If the holder does Payor is not provide provided with the correct TIN or an adequate basis for an exemption, such holder the Payee may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”) and backup withholding of a portion (currently 28%) of the gross proceeds received pursuant to the Merger. Backup withholding is not an additional tax. Rather, and any consideration such holder receives in the Merger may be tax liability of a person subject to U.S. federal backup withholding at will be reduced by the applicable rate (currently 24%)amount withheld. To prevent backup If withholding on any payment made to results in an overpayment of taxes, a holder of Securities in connection with refund may generally be obtained from the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, provided that the TIN provided on required information is timely furnished to the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholdingIRS. To prevent backup withholding, holders each Payee must provide such Payee’s correct TIN by completing the Form W-9 set forth herein, certifying that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the CompanyTIN provided is correct, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained (a) the Payee is exempt from backup withholding, (b) the Company or Payee has not been notified by the IRS at its internet website: xxx.xxx.xxxthat 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). Certain holders Payees (including, among others, certain corporations and certain foreign holdersindividuals) are exempt recipients not subject to these backup withholding and reporting requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid prevent possible erroneous backup withholding, an exempt holders who are Payee that is a U.S. persons person should certify their exempt status check the “Exempt payee” box on IRS Form W-9 by entering the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor In order for further guidance regarding completion of IRS Form W-9 a nonresident alien individual or the appropriate version of IRS Form W-8 foreign entity to claim establish its exemption from backup withholding, including which version such person must submit an appropriate and properly completed Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of IRS Form W-8 you should provide perjury attesting to the Companysuch exempt status. See the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded Such forms may be obtained from the owner unless Paying Agent or the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposesIRS at its Internet website: wxx.xxx.xxx. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its ownerPAYEES ARE URGED TO CONSULT THEIR TAX ADVISOR REGARDING BACKUP WITHHOLDING. ☐ Other FAILURE TO COMPLETE AND RETURN THE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION (see instructionsCURRENTLY 28%) u 5 Address (number, street, and apt. or suite noOF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER.) See instructions. Requester’s name and address (optional)

Appears in 2 contracts

Samples: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)

IMPORTANT TAX INFORMATION. Under United States federal income tax lawlaws, holders of Securities a holder who are “U.S. persons” receives cash payments pursuant to the Merger is required to provide the Paying Agent (as defined in payer) with such holder’s correct TIN on the instructions Form W-9 above (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such TIN is correct and that such holder is not subject to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number (“TIN”)backup withholding. If such holder is an individual, the TIN is generally his or her social security number. If the holder does Paying Agent is not provide provided with the correct TIN or an adequate basis for an exemptionTIN, such holder a $50 penalty may be subject to a penalty imposed by the IRSInternal Revenue Service, and the payment of any consideration such holder receives in cash pursuant to the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain all corporations and certain foreign holdersindividuals and entities) are exempt recipients not subject to these backup withholding and reporting requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt Exempt holders who are U.S. persons should certify indicate their exempt status on IRS Form W-9 by entering the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a Form W-8 BEN, signed under penalties of perjury, attesting to such individual’s exempt status. A Form W-8 BEN can be obtained from the Paying Agent or at the link below. Please consult note that there are additional Form W-8’s if the W-8BEN does not apply to your particular situation. The additional forms can be accessed at the following IRS links: xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8ben.pdf xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8eci.pdf xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8imy.pdf xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8exp.pdf If backup withholding applies, the Paying Agent is required to withhold at a rate not to exceed 28% of any payments made to the holder or other payee. Backup withholding is not an additional tax. Rather, the Federal income tax advisor for further guidance regarding completion liability of IRS persons subject to backup withholding will be reduced by the amount of tax withheld provided that the required information is given to the IRS. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. Purpose of Form W-9 To prevent backup withholding on payments made with respect to Certificate(s), the holder is required to notify the Paying Agent of such holder’s correct TIN by completing the form above, certifying that (1) the TIN provided on the Form W-9 is correct (or the appropriate version of IRS Form W-8 that such holder is awaiting a TIN), (2) such holder is not subject to claim exemption backup withholding because (a) such holder is exempt from backup withholding, including which version of IRS Form W-8 you should provide to (b) such holder has not been notified by the Company. See the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo that he is subject to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified backup withholding as a single-member LLC result of a failure to report all interest or dividends or (c) the Internal Revenue Service has notified such holder that such holder is disregarded from the owner unless the owner of the LLC no longer subject to backup withholding and (3) such holder is another LLC that is not disregarded from the owner for a U.S. federal tax purposes. Otherwise, person (including a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite noU.S. resident alien).) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Agreement and Plan of Merger (RTI Biologics, Inc.)

IMPORTANT TAX INFORMATION. This advice is limited to the federal tax issues addressed herein. Additional issues may exist that are not addressed in this advice and that could affect the federal tax treatment of Securityholders receiving payments pursuant to the Merger. This advice was written in connection with the promotion or marketing by the Company of the Merger, and it cannot be used by any taxpayer for the purpose of avoiding penalties that may be asserted against the taxpayer under the Internal Revenue Code. Taxpayers should seek their own advice based on their particular circumstances from an independent tax advisor. Under United States federal income tax lawlaws, holders of Securities in order to avoid backup withholding, a Securityholder who are “U.S. persons” receives cash payments pursuant to the Merger is required to provide the Representative (as defined in the instructions to the enclosed IRS Form W-9payer) must provide his, her or its current taxpayer identification number with such Securityholder’s correct Tax Identification Number (“TIN”)) on the Form W-9 above (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such TIN is correct, that such Securityholder is not subject to backup withholding and that such Securityholder is a U.S. citizen or other U.S. Person. If such holder Securityholder is an individual, the TIN is generally his or her social security number. If the holder does Representative is not provide provided with the correct TIN or an adequate basis for an exemptionTIN, such holder a $50 penalty may be subject to a penalty imposed by the Internal Revenue Service (“IRS”), and the payment of any consideration such holder receives in cash pursuant to the Merger may be subject to U.S. federal backup withholding. Certain Securityholders may not be subject to these backup withholding at the applicable rate and reporting requirements. Exempt Securityholders that are U.S. persons should indicate their exempt status on Form W-9. In order for a foreign individual or entity to avoid backup withholding, such Person must submit a Form W-8 (currently 24%usually Form W-8BEN). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying signed under penalties of perjury, attesting to such Person’s exempt status. A Form W-8 BEN can be obtained from the Representative or at the first link below. Please note that there are additional Form W-8's if the W-8BEN does not apply to your particular situation. Forms W-8 can be accessed at the following IRS links, and instructions for each are also available at xxx.xxx.xxx: xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8ben.pdf xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8eci.pdf xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8imy.pdf xxxx://xxx.xxx.xxx/pub/irs-pdf/fw8exp.pdf If backup withholding applies, the Representative is required to withhold at a rate not to exceed 28% of any payments made to the Securityholder or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of Persons subject to backup withholding will be reduced by the amount of tax withheld provided that the TIN provided on the IRS Form W-9 required information is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 given to the CompanyIRS. If withholding results in an overpayment of taxes, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 a refund may be obtained from the Company Internal Revenue Service. * * * What Number to Give the Representative on Form W-9 The Securityholder is required to give the Representative its TIN (i.e., social security number or employer identification number). If the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations and certain foreign holdersCertificate(s) are exempt recipients held in more than one name or are not subject to these backup withholding requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons should certify their exempt status on IRS Form W-9 by entering the applicable code, as set forth held in the name of the actual owner, consult the instructions accompanying following the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from backup withholding, including which version of IRS Form W-8 you should provide to the Company. See the enclosed “General Instructions” on IRS Form W-9 for additional information guidance on which number to report. Exhibit A Merger Agreement EXHIBIT C - FORM OF AMENDED & RESTATED CERTIFICATE OF INCORPORATION TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONTARGETJOBS, INC. A STOCK CORPORATION I, the undersigned, for the purpose of incorporating and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department organizing a corporation under the General Corporation Law of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 1 Name (State of Delaware, do hereby certify 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)follows:

Appears in 1 contract

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

IMPORTANT TAX INFORMATION. Under United States federal income tax lawlaws, holders of Securities a holder that receives payments may be subject to backup withholding on such payments. To prevent backup withholding, a holder that is a U.S. Person who are “U.S. persons” receives payments is required to provide the Surviving Corporation and Parent (as defined in the instructions to the enclosed IRS Form W-9payer) must provide his, her or its current with such holder’s correct taxpayer identification number (“TIN”)) on the enclosed Form W-9 (or otherwise establish a basis for exemption from backup withholding) and certify under penalty of perjury that such TIN is correct and that such holder is not subject to backup withholding. If such holder is an individual, the TIN is generally his or her social security number. If the holder does Surviving Corporation or Parent is not provide provided with the correct TIN or an adequate basis for an exemptionTIN, such holder a penalty may be subject to a penalty imposed by the IRS, and any consideration such holder receives in the Merger payment may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain all corporations and certain foreign holdersindividuals and entities) are exempt recipients not subject to these backup withholding and reporting requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt Exempt holders who are U.S. persons should certify indicate their exempt status on IRS Form W-9 by entering the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version applicable Form W-8. In order for a foreign individual or entity to qualify as an exempt recipient, such individual or entity should submit a Form W-8BEN or W-8BEN-E, as applicable, signed under penalties of IRS perjury, attesting to such individual’s or entity’s exempt status. The applicable Form W-8 can be obtained from the Exchange Agent or at the link below. Please note that there are additional Form W-8s if the W-8BEN or W-8BEN-E does not apply to claim exemption from your particular situation. The W-8 forms can be accessed at the IRS website: xxxx://xxx.xxx.xxx. If backup withholdingwithholding applies, including which version the Surviving Corporation or Parent is required to backup withhold, currently at a rate of IRS Form W-8 you should provide 28%, on any payments made to the Companyholder or other payee. See Backup withholding is not an additional tax. Rather, the enclosed “General Instructions” on IRS Form W-9 for additional United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld provided that the required information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send is timely given to the IRS. See 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 nameIf withholding results in an overpayment of taxes, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded refund may be obtained from the owner unless IRS. Purpose of Form W-9 Form W-9 and instructions to the owner form are enclosed with this Letter of Transmittal. Please also read through the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposesinstructions to Form W-9. OtherwiseFOR ADDITIONAL INFORMATION, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its ownerCONTACT YOUR TAX ADVISOR OR THE IRS. ☐ Other EXHIBIT 1 Appraisal Rights (see instructions) u 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optionalattached)

Appears in 1 contract

Samples: Agreement and Plan of Merger (SB/RH Holdings, LLC)

IMPORTANT TAX INFORMATION. Under United States U.S. federal income tax law, holders each holder of Securities who are “Buddy’s Units that is a U.S. persons” (as defined in the instructions person receiving Merger Consideration is required to the enclosed IRS Form W-9) must timely provide his, her or its current correct taxpayer identification number (“TIN”). If such holder is which in the case of an individual, the TIN individual is generally his or her the individual’s social security number. If the holder does not provide the correct TIN ) on a properly completed Form W-9, enclosed herewith, or an adequate basis for an exemptionexemption from backup withholding. If such information is not timely provided, a penalty may be imposed on the holder by the IRS, and consideration payable to such holder may be subject to a penalty imposed by the IRS, and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently imposed at a 24%% rate). To prevent backup withholding on any payment made to a A holder of Securities in connection with the Buddy’s Units that is a non-U.S. person receiving Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed Consideration should timely submit an appropriate and properly completed IRS Form W-9 and certifying W-8BEN, IRS Form W-8BEN-E or other applicable Form W-8, signed under penalties of perjury, that the TIN provided on . An appropriate Form W-8 is available at the IRS Form W-9 website (xxx.xxx.xxx). Backup withholding is correctnot an additional tax. In additionRather, the holder must date and sign as indicatedU.S. federal income tax liability of persons subject to backup withholding may be reduced by the amount of tax withheld. In the event If withholding results in an overpayment of backup withholdingtax, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, a refund or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 credit may be obtained from the Company by timely filing a tax return or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations and certain foreign holders) are exempt recipients not subject to these backup withholding requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons should certify their exempt status on IRS Form W-9 by entering the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor appropriate claim for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from backup withholding, including which version of IRS Form W-8 you should provide to the Company. See the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to refund with the IRS. See 1 Name (as shown on your income tax return)IN ALL CASES, TAX FORMS PREPARED PURSUANT TO THE LETTER OF TRANSMITTAL SHOULD BE COMPLETED IN ACCORDANCE WITH INSTRUCTIONS FROM THE IRS ATTACHED TO EACH FORM OR AVAILABLE AT XXX.XXX.XXX. Name is required on this line; do not leave this line blankPLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THE LETTER OF TRANSMITTAL AND THE BUSINESS COMBINATION AGREEMENT AND FOR FURTHER QUESTIONS. 2 Business name/disregarded entity nameFAILURE TO COMPLETE AND RETURN AN IRS FORM W-9 OR AN APPROPRIATE IRS FORM W-8BEN, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 4 Exemptions (codes apply only to certain entitiesIRS FORM W-8BEN-E OR OTHER IRS FORM W-8, 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.) ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate ☐ Limited liability company. Enter the tax classification (C=C corporationAS APPLICABLE, S=S corporation, P=Partnership) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite noMAY RESULT IN WITHHOLDING ON CONSIDERATION.) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Contribution Agreement (Liberty Tax, Inc.)

IMPORTANT TAX INFORMATION. Under United States federal income tax lawlaws, holders of Securities a holder who are “U.S. persons” receives cash payments pursuant to the Acquisition is required to provide the Paying Agent (as defined in payer) with such holder’s correct TIN on the instructions to the enclosed IRS Form W-9W—9 below (or otherwise establish a basis for exemption from backup withholding) must provide his, her or its current taxpayer identification number and certify under penalty of perjury that such Tax Identification Number (“TIN”)) is correct and that such holder is not subject to backup withholding. If such holder is an individual, the TIN is generally his or her social security number. In the case of an entity, the correct TIN is the holder’s Employer Identification Number. If the holder does Paying Agent is not provide provided with the correct TIN or an adequate basis for an exemption, such holder a penalty may be imposed by the Internal Revenue Service (“IRS”), and the payment of any cash pursuant to the Acquisition may be subject to a penalty imposed by the IRS, and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain all corporations and certain foreign holdersindividuals and entities) are exempt recipients not subject to these backup withholding and reporting requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt Exempt holders who are U.S. persons should certify indicate their exempt status on IRS Form W-9 by entering the applicable code, W—9. In order for a foreign individual or foreign entity to qualify as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption exempt from backup withholding, including which version such individual or entity must submit an appropriate and properly completed Form W—8 BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to such exempt status. Such forms and instructions may be obtained from the IRS Form W-8 you should provide at its Internet website: xxx.xxx.xxx. If backup withholding applies, the Paying Agent is required to withhold at a rate not to exceed 28% of any payments made to the Companyholder or other payee. See Amounts withheld, if any, under backup withholding rules are generally not an additional tax and may be refunded or credited against a holder’s federal income tax liability, provided that the enclosed “General Instructions” on IRS Form W-9 for additional holder timely furnishes the required information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 1 Name (as shown Purpose of Form W—9 To prevent backup withholding on your income tax returnpayments made with respect to Certificate(s). Name , the holder is required to notify the Paying Agent of such holder’s correct TIN by completing the Form W-9 below, certifying that (1) the TIN provided on this line; do the Form W—9 is correct (or that such holder is awaiting a TIN), (2) such holder is not leave this line blank. 2 Business name/disregarded entity namesubject to backup withholding because (a) such holder is exempt from backup withholding, if different from above 3 Check appropriate box for federal tax classification of (b) such holder has not been notified by the person whose name IRS that such holder is entered on line 1. Check only one of the following seven boxes. 4 Exemptions (codes apply only subject 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified backup withholding as a single-member LLC result of a failure to report all interest or dividends or (c) the IRS has notified such holder that such holder is disregarded from the owner unless the owner of the LLC no longer subject to backup withholding and (3) such holder is another LLC that is not disregarded from the owner for a U.S. federal tax purposes. Otherwise, person (including a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite noU.S. resident alien).) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Stock Purchase Agreement (Penn National Gaming Inc)

IMPORTANT TAX INFORMATION. Under United States current U.S. federal income tax law, holders a stockholder who tenders Agilis Biotherapeutics, Inc. stock certificates that are accepted for exchange may be subject to backup withholding, currently at a rate of Securities who are “24%. In order to avoid such backup withholding, each stockholder that is a U.S. persons” person (as defined in the instructions General Instructions to the enclosed IRS Form W-9) must provide his, her or its current the Exchange and Paying Agent with such Stockholder’s correct taxpayer identification number (“TIN”)) and certify that such stockholder is not subject to such backup withholding by completing the Internal Revenue Service (“IRS”) Form W-9 provided herewith. If such holder In general, if a Stockholder is an individual, the TIN is generally his or her social security numberthe Social Security number of such individual. If the holder does Exchange and Paying Agent is not provide provided with the correct TIN or an adequate basis for an exemptionTIN, such holder the stockholder may be subject to a $50 penalty imposed by the IRS, and any consideration such holder stockholder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%)withholding. To prevent For further information concerning backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by and instructions for completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition(including how to obtain a TIN if you do not have one and how to complete the IRS Form W-9 if the Agilis Biotherapeutics, the holder must date and sign as indicated. In the event of backup withholdingInc. stock certificates are held in more than one name), consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions enclosed General Instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders stockholders (including, among others, certain corporations and certain foreign holdersstockholders) are exempt recipients not subject to these backup withholding and reporting requirements. Exempt stockholders who are U.S. persons should indicate their exempt status on an IRS Form W-9. See the enclosed copy of the IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholdingIn order to satisfy the Exchange and Paying Agent that a foreign stockholder qualifies as an exempt recipient, exempt holders who are U.S. persons should certify their exempt status on such stockholder must submit a properly completed, applicable IRS Form W-8, or other applicable form, to the Exchange and Paying Agent, certifying under penalties of perjury to that stockholder’s non-United States status, or otherwise establish an exemption. IRS Forms W-8, or other applicable forms, may be obtained from the Exchange and Paying Agent or the IRS at its Internet website: xxx.xxx.xxx. Failure to complete the IRS Form W-9 or relevant IRS Form W-8, as applicable, will not, by entering itself, cause the applicable codeAgilis Biotherapeutics, Inc. stock certificates to be deemed invalidly tendered, but may require the Exchange and Paying Agent to withhold a portion of the amount of any payments made pursuant to the Merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld provided that the required information is timely furnished to the Internal Revenue Service. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9, OR RELEVANT IRS FORM W-8, AS APPLICABLE, MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. IN THE EVENT OF BACKUP WITHHOLDING CONSULT YOUR TAX ADVISOR TO DETERMINE IF YOU ARE ENTITLED TO ANY TAX CREDIT, TAX REFUND OR OTHER TAX BENEFIT AS A RESULT OF SUCH BACKUP WITHHOLDING. PLEASE CONSULT YOUR ACCOUNTANT OR OTHER TAX ADVISOR FOR FURTHER GUIDANCE REGARDING THE COMPLETION OF IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 TO CLAIM EXEMPTION FROM BACKUP WITHHOLDING. PLEASE REVIEW THE ENCLOSED GENERAL INSTRUCTIONS TO IRS FORM W-9 FOR ADDITIONAL DETAILS. I , spouse of , have read and approve the foregoing Letter of Transmittal (the “Letter of Transmittal”), the written consent of the Company Stockholder referred to therein (the “Consent”) and the form of release referred to therein (the “Release”). In consideration of the terms and conditions as set forth in the instructions accompanying Letter of Transmittal and the matters set forth in the Consent, I hereby appoint my spouse as my attorney-in-fact with respect to the exercise of any rights and the performance of any obligations under the Letter of Transmittal and the Consent (including, without limitation, the execution and delivery of the Release), and agree to be bound by the provisions of the Letter of Transmittal, the Consent and the Release insofar as I may have any rights or obligations in the Letter of Transmittal or in the Consent under the community property laws of the State of California or similar laws relating to marital or community property in effect in the state of our residence as of the date of the Agreement or the Consent or the Release. Date: , 2018 Signature of Spouse Printed Name of Spouse EXHIBIT E STOCKHOLDER QUESTIONNAIRE PTC Therapeutics, Inc. 000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 July , 2018 To: Former Company Equityholders of Agilis Biotherapeutics, Inc. Re: Resale Registration Statement Ladies and Gentlemen: As you know, PTC Therapeutics, Inc. (the “Company”) is in the process of preparing a Registration Statement with respect to the registration of certain shares of the Company’s common stock that will be issued to you as part of the consideration due to you pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 19, 2018, by and among the Company, Agilis Biotherapeutics, Inc., Agility Merger Sub, Inc., and Shareholder Representative Services LLC, as the representative of the Company Equityholders. In connection with the registration for resale of the Registrable Securities, the Company requests that you complete the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from backup withholding, including which version of IRS Form W-8 you should provide Selling Stockholder Questionnaire and return it to the attention of [ ], WilmerHale, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, or by email to [ ], so that it is received no later than 5:00 p.m. July 31, 2018. Subject to the limitations set forth in the Merger Agreement Sales under the Registration Statement may be made only while the Registration Statement is effective pursuant to the rules promulgated by the Securities and Exchange Commission. If you require additional information, you may contact [ ] at [ ] (fax number: [ ]. SELLING STOCKHOLDER QUESTIONNAIRE To: PTC Therapeutics, Inc.. WilmerHale 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 19, 2018, by and among the Company. See , Agilis Biotherapeutics, Inc. (“Agilis”), Agility Merger Sub, Inc., and Shareholder Representative Services LLC, as the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department representative of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest informationCompany Equityholders. Give Form The undersigned hereby furnishes to the requester. Do not send Company the following information for use by the Company in connection with the preparation of the registration for resale of the shares issuable to the IRS. See 1 Name undersigned pursuant to the Agreement (as shown on your income tax returnthe “Registration Statement”). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Merger Agreement (PTC Therapeutics, Inc.)

IMPORTANT TAX INFORMATION. Under A United States Holder (as defined below) of Units who is receiving any consideration in connection with the Merger is generally required under United States federal income tax law, holders of Securities who are “U.S. persons” (as defined in the instructions law to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number (“TIN”). If such holder is an individual, the TIN is generally his or her social security numberSocial Security Number. If the holder does not provide the correct TIN or an adequate basis for an exemption, such the holder may be subject to a penalty imposed by the Internal Revenue Service (the “IRS”), and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). 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. If withholding results in an overpayment of taxes, a refund from the IRS may be obtained. To prevent backup withholding on any cash payment made to a holder of Securities SW Brewing Company, LLC Units in connection with the Merger Agreement, the holder a United States Holder is required to notify the Company SW Brewing Company, LLC of his his, her or her its correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, perjury that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In If the event holder does not provide the Paying Agent with a certified TIN within by the time of payment, backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholdingwithholding may apply. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) United States Holders should (i) submit a properly completed IRS Form W-8 W-8BEN or W-8BEN-E, or other applicable IRS form W-8, to the CompanyPaying Agent, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations and certain foreign holderscorporations) are exempt recipients not subject to these backup withholding requirements. See the enclosed copy of IRS the Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons United States Holders should certify their exempt status on IRS Form W-9 by entering complete and return the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your For purposes of these instructions, a “United States Holder” is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) or partnership created under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income tax advisor for further guidance regarding completion regardless of IRS Form W-9 its source or (iv) a trust if (a) a court within the appropriate version United States is able to exercise primary supervision over the administration of IRS Form W-8 the trust and one or more United States persons have the authority to claim exemption from backup withholding, including which version control all substantial decisions of IRS Form W-8 you should provide the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to the Companybe treated as a U.S. person. See the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS IN ALL CASES, TAX FORMS PREPARED AND ATTACHED TO THIS LETTER OF SECURITIES TRANSMITTAL SHOULD SEEK ADVICE BASED BE COMPLETED IN ACCORDANCE WITH INSTRUCTIONS FROM THE IRS ATTACHED TO EACH FORM OR AVAILABLE AT WXX.XXX.XXX. PLEASE CONSULT YOUR INDEPENDENT LEGAL, ACCOUNTING OR FINANCIAL ADVISOR FOR FURTHER QUESTIONS. FAILURE TO PROPERLY COMPLETE THE INFORMATION REQUESTED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISORFORM W-9 MAY RESULT IN WITHHOLDING ON ANY CASH PAYMENTS MADE TO YOU. Form W-9 EXHIBIT D Adjustment Escrow Agreement (Rev. October 2018See attached) Department 88758860_15 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], by and among Aphria Inc., a corporation existing under the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo Ontario Business Corporations Act (“Parent”), Chilly Water, LLC, a Delaware limited liability company (the “Securityholders’ Representative” and, together with Parent, sometimes referred to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified individually as a single-member LLC that is disregarded from “Party” and collectively as the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street“Parties”), and apt. or suite noCitibank, N.A., as escrow agent (the “Escrow Agent”).) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Agreement of Merger and Acquisition (Tilray, Inc.)

IMPORTANT TAX INFORMATION. Under In order to avoid backup withholding of United States federal income tax, United States federal income tax lawlaw generally requires that if your Security Interests are accepted for payment, holders of Securities who are you or your assignee (in either case, the U.S. persons” (as defined in the instructions to the enclosed IRS Form W-9Payee”) must provide his[—] (the “Payer”) with the Payee’s correct TIN, her or its current taxpayer identification number (“TIN”). If such holder which, in the case of a Payee who is an individual, the TIN is generally his or her the Payee’s social security number. If the holder does Payer is not provide provided with the correct TIN or an adequate basis for an exemption, such holder the Payee may be subject to a $50 penalty imposed by the IRS, IRS and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). To prevent backup withholding on any payment made to a holder of Securities reportable payments, if any, received by the Payee in connection with the Merger AgreementMerger. Backup withholding is not an additional tax. Rather, the holder is required tax liability of a person subject to notify backup withholding will be reduced by the Company amount of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties tax withheld. If withholding results in an overpayment of perjurytaxes, a refund may be obtained provided that the TIN provided on required information is furnished to the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholdingIRS. To prevent backup withholding, holders each Payee that are is a “United States person” for U.S. federal income tax purposes must provide such Payee’s correct TIN by completing the IRS Form W-9 included herewith, 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. persons citizen or other U.S. person (as defined including a U.S. resident alien). If the Payee has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the instructions to near future, such Payee should write “APPLIED FOR” in the space for the TIN in Part I of the IRS Form W-9 and should sign and date the IRS Form W-9) should (i) submit . If the Payee has not provided a properly completed certified TIN to the Payer by the time of payment, backup withholding will apply to all reportable payments made to the Payee in connection with the Merger. If the Certificate(s) are held in more than one name or are not in the name of the actual owner, consult the instructions on the IRS Form W-8 W-9 for additional guidelines on which name and TIN to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxxreport. Certain holders Payees (including, among others, certain corporations and certain foreign holdersindividuals) are exempt recipients not subject to these backup withholding requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9withholding. To avoid prevent possible erroneous backup withholding, an exempt holders who are Payee that is a “United States person” for U.S. persons federal income tax purposes should certify their exempt status on IRS complete the Form W-9 by entering providing such Payee’s correct TIN, signing and dating the applicable code, as set forth in form and checking the instructions accompanying “Exempt payee” box on the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of See the IRS Form W-9 or the appropriate version of IRS Form W-8 for additional instructions. In order for a Payee who is not a United States person for U.S. federal income tax purposes to claim establish its exemption from backup withholding, including which version of such person must submit an appropriate and properly completed IRS Form W-8 you should provide W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury attesting to such exempt status. Such forms may be obtained from the Exchange Agent or from the IRS at its Internet website: xxx.xxx.xxx. PAYEES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING BACKUP WITHHOLDING AND REPORTING REQUIREMENTS. Please note that the foregoing certifications do not exempt the undersigned from any compensation-related withholdings that may be required. Any payment pursuant to the Company. See Merger Agreement that is treated as wages for tax purposes will be subject to the enclosed “General Instructions” on IRS normal withholding requirements that are applicable to wages, regardless of the submission of the Form W-9 for additional information and instructionsor a Form W-8. HOLDERS TO COMPLY WITH IRS CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF SECURITIES U.S. FEDERAL TAX ISSUES IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE INTERNAL REVENUE CODE; (B) THIS LETTER OF TRANSMITTAL IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) A TAXPAYER SHOULD SEEK ADVICE BASED ON SUCH HOLDERTHE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)W-9

Appears in 1 contract

Samples: Merger Agreement (Sprouts Farmers Markets, LLC)

AutoNDA by SimpleDocs

IMPORTANT TAX INFORMATION. Under United States federal income tax lawlaws, holders of Securities a holder who are “U.S. persons” receives cash payments pursuant to the Acquisition is required to provide the Paying Agent (as defined in payer) with such holder’s correct TIN on the instructions to the enclosed IRS Form W-9W—9 below (or otherwise establish a basis for exemption from backup withholding) must provide his, her or its current taxpayer identification number and certify under penalty of perjury that such Tax Identification Number (“TIN”)) is correct and that such holder is not subject to backup withholding. If such holder is an individual, the TIN is generally his or her social security number. In the case of an entity, the correct TIN is the holder’s Employer Identification Number. If the holder does Paying Agent is not provide provided with the correct TIN or an adequate basis for an exemption, such holder a penalty may be imposed by the Internal Revenue Service (“IRS”), and the payment of any cash pursuant to the Acquisition may be subject to a penalty imposed by the IRS, and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain all corporations and certain foreign holdersindividuals and entities) are exempt recipients not subject to these backup withholding and reporting requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt Exempt holders who are U.S. persons should certify indicate their exempt status on IRS Form W-9 by entering the applicable code, W—9. In order for a foreign individual or foreign entity to qualify as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption exempt from backup withholding, including which version such individual or entity must submit an appropriate and properly completed Form W—8 BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to such exempt status. Such forms and instructions may be obtained from the IRS Form W-8 you should provide at its Internet website: xxx.xxx.xxx. If backup withholding applies, the Paying Agent is required to withhold at a rate not to exceed 28% of any payments made to the Companyholder or other payee. See Amounts withheld, if any, under backup withholding rules are generally not an additional tax and may be refunded or credited against a holder’s federal income tax liability, provided that the enclosed “General Instructions” on IRS Form W-9 for additional holder timely furnishes the required information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 1 Name (as shown Purpose of Form W—9 To prevent backup withholding on your income tax returnpayments made with respect to the In-the-Money Vested Option(s). Name , the holder is required to notify the Paying Agent of such holder’s correct TIN by completing the Form W-9 below, certifying that (1) the TIN provided on this line; do the Form W—9 is correct (or that such holder is awaiting a TIN), (2) such holder is not leave this line blank. 2 Business name/disregarded entity namesubject to backup withholding because (a) such holder is exempt from backup withholding, if different from above 3 Check appropriate box for federal tax classification of (b) such holder has not been notified by the person whose name IRS that such holder is entered on line 1. Check only one of the following seven boxes. 4 Exemptions (codes apply only subject 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified backup withholding as a single-member LLC result of a failure to report all interest or dividends or (c) the IRS has notified such holder that such holder is disregarded from the owner unless the owner of the LLC no longer subject to backup withholding and (3) such holder is another LLC that is not disregarded from the owner for a U.S. federal tax purposes. Otherwise, person (including a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite noU.S. resident alien).) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Stock Purchase Agreement (Penn National Gaming Inc)

IMPORTANT TAX INFORMATION. Under federal income tax law, a holder who is a “United States Person” for United States federal income tax lawpurposes surrendering any Certificate(s) is required to provide Omnicell, holders Inc. (“Omnicell”) with such holder’s correct Taxpayer Identification Number (TIN) on the Substitute Form W-9 provided herein. For United States federal income tax purposes, you are considered a “United States Person” if you are (1) an individual who is a United States citizen or a United States resident alien, (2) a partnership, corporation, company or association created or organized in the United States or under the laws of Securities who are “U.S. persons” the United States, (3) an estate (other than a foreign estate), or (4) a domestic trust (as defined in the instructions to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number (“TIN”Treasury Regulation Section 301.7701-7). If such holder is an individual, the TIN is generally his or her the holder’s social security number. The “Certificate of Awaiting Taxpayer Identification Number” within the Substitute Form W-9 should be completed if the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the holder does not provide furnish the correct TIN Exchange Agent with a Substitute Form W-9 (or an adequate basis for an exemptionapplicable substitute form) that contains the holder’s correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service, and any payments of cash to such holder may be subject to a penalty imposed by the IRS, and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24of 28%). To prevent backup withholding on any payment made to a holder of Securities in connection with the Merger Agreement, the holder is required to notify the Company of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) should (i) submit a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations and certain generally foreign holders) are exempt recipients not subject to these backup withholding. In order for a foreign holder to qualify for exemption from backup withholding, that holder must properly complete and furnish an applicable Form W-8 or substitute form, signed under penalties of perjury, attesting to such holder’s foreign status. Such forms can be obtained from the Exchange Agent at the address set forth on the first page of this Letter of Transmittal, attention: Xxxxx Xxxxxxx, or by telephone at 000-000-0000. If backup withholding requirementsapplies, the Exchange Agent is required to withhold 28% of any payments of cash to the holder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding may be reduced or credited by the amount of tax withheld, if the required information is provided to the IRS. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. See the enclosed copy Guidelines for Certification of IRS Taxpayer Identification Number on Substitute Form W-9 and for additional information. If you are not a holder who is a “United States Person” as defined above, you must complete the General Instructions appropriate Form W-8. Form W-8s are available at the IRS website (xxx.XXX.xxx). A non-United States Person’s failure to IRS complete the appropriate Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons should certify their exempt status on IRS Form W-9 by entering W-8 will subject the recipient to the applicable code, as set forth in federal income tax withholding from any cash payment made to them pursuant to the instructions accompanying the enclosed IRS Form W-9exchange. Please consult your accountant or tax advisor for further guidance regarding completion of IRS in completing the Substitute Form W-9 or the appropriate version Form W-8. Purpose of IRS Form W-8 to claim exemption from backup withholding, including which version of IRS Form W-8 you should provide to the Company. See the enclosed “General Instructions” on IRS Substitute Form W-9 To prevent backup withholding on cash payments that are made to a holder with respect to Certificate(s) surrendered for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. payment, the holder is required to notify the Exchange Agent of his or her current TIN by completing the form below certifying that the TIN provided on Substitute Form W-9 is correct (Rev. October 2018or that such holder is awaiting a TIN) Department of and that (i) such holder has not been notified by the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo that he or she is subject to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified backup withholding as a single-member LLC result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such holder that he or she is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite nono longer subject to backup withholding.) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Agreement and Plan of Merger (OMNICELL, Inc)

IMPORTANT TAX INFORMATION. Under United States U.S. federal income tax law, holders a holder of Securities stock or options who are “U.S. persons” (as defined is receiving any consideration in connection with the instructions Merger is required to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number Taxpayer Identification Number (“TIN”). If such holder is an individual, the TIN is generally his or her social security number. If the holder does not provide the correct TIN or an adequate basis for an exemptionTIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, reportable payments that are made to such holder may be subject to U.S. federal income tax backup withholding. If withholding results in an overpayment of taxes, a penalty imposed by refund from the IRS, and any consideration such holder receives in the Merger Internal Revenue Service may be subject to U.S. federal backup withholding at the applicable rate (currently 24%)obtained. To prevent backup withholding on any cash payment made to a holder of Securities stock or options in connection with the Merger Agreement, the holder is required to notify the Company Forgent Networks, Inc. of his or her correct TIN by completing the enclosed IRS Substitute Form W-9 below and certifying under penalties of perjury, that the TIN provided on the IRS Substitute Form W-9 is correct. In addition, the holder must complete Part 2 of the Substitute W-9, and date and sign as indicated. In If the event of backup withholdingholder does not have a TIN, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are not U.S. persons (as defined the holder should write “Applied For” in the instructions to IRS Form W-9) should (i) submit space provided for the TIN. If the holder does not provide Forgent Networks, Inc. with a properly completed IRS Form W-8 to the Companycertified TIN within 60 days, certifying under penalties Forgent Networks, Inc. must backup withhold a portion of perjury all cash payments made to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations corporations, limited partnerships and certain foreign holders) are exempt recipients not subject to these backup withholding and reporting requirements. See In order for a foreign holder to be exempt, that holder must submit an Internal Revenue Service Form W-8BEN (“Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding”), signed under penalties of perjury, attesting to that individual’s exempt status. See, as applicable, the enclosed copy Guidelines for Certification of IRS Form W-9 and the General Instructions to IRS Taxpayer Identification Number, Substitute Form W-9, Form W-8BEN and Instructions for Form W-8BEN for additional instructions. To avoid possible erroneous backup withholdingUnited States Holders. A United States stock or option holder is required to give Forgent Networks, exempt holders who Inc. the social security number or employer identification number of the record owner of the shares of stock being surrendered for payment in connection with the Merger Agreement. If the certificates or options for capital stock of the Company are U.S. persons should certify their exempt status on IRS Form W-9 by entering the applicable code, as set forth in more than one name or are not in the instructions accompanying name of the actual owner, consult the enclosed IRS Form W-9. Please consult your tax advisor Guidelines for further guidance regarding completion Certification of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from backup withholding, including which version of IRS Form W-8 you should provide to the Company. See the enclosed “General Instructions” Taxpayer Identification Number on IRS Substitute Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo guidance on which number to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite noreport.) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forgent Networks Inc)

IMPORTANT TAX INFORMATION. Under United States federal income tax law, holders of Securities who are “U.S. persons” United States Holders (as defined below) of stock who are receiving any consideration in connection with the instructions Merger are required to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number Taxpayer Identification Number (“TIN”). If such holder is an individual, the TIN is generally his or her social security number. If the holder does not provide the correct TIN or an adequate basis for an exemption, such the holder may be subject to a $50 penalty imposed by the IRSInternal Revenue Service, and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 24%). If withholding results in an overpayment of taxes, a refund from the Internal Revenue Service may be obtained. To prevent backup withholding on any payment made to a holder of Securities stock in connection with the Merger Agreement, the holder is required to notify the Company Purchaser of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In If the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholding. To prevent backup withholding, holders that are holder does not U.S. persons (as defined in provide the instructions to IRS Form W-9) should (i) submit Purchaser with a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status W-9 or (ii) otherwise establish an exemption. The appropriate version , the Purchaser may backup withhold a portion of IRS Form W-8 may be obtained from all cash payments made to the Company or the IRS at its internet website: xxx.xxx.xxxholder. Certain holders (including, among others, certain corporations and certain foreign holders) are exempt recipients not subject to these backup withholding requirements. See the enclosed copy of IRS the Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons United States Holders, while not required to file Form W-9, should certify their exempt status on IRS Form W-9 by entering complete and return the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from To prevent backup withholding, including which version of holders that are not United States Holders should (i) submit a properly completed IRS Form W-8 you should provide W-8BEN or W-8BEN-E, or other applicable IRS form W-8, to the CompanyPurchaser, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8BEN and W-8BEN-E, or other applicable forms, may be obtained from the Purchaser. For purposes of these instructions, a “United States Holder” is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) or partnership created under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. See the enclosed “General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 EXHIBIT B ESCROW AGREEMENT This ESCROW AGREEMENT (Rev. October 2018as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) Department is made and entered into as of [ ], 2019, by and among Xxxxxx X. Xxxxxxxxx III (“Representative”), as the representative of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and former equityholders (the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification “Equityholders”) of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. OtherwiseDogfish Head Holding Company, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other Delaware corporation (see instructions) u 5 Address “Dogfish Holding”), The Boston Beer Company, Inc., a Massachusetts corporation (number, street“Purchaser”, and apt. together with Representative, sometimes referred to individually as “Party” or suite nocollectively as the “Parties”), and Computershare Trust Company, N.A. (the “Escrow Agent”).) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boston Beer Co Inc)

IMPORTANT TAX INFORMATION. Under United States federal income tax lawlaw generally requires that a stockholder that is a U.S. person within the meaning of the United States Internal Revenue Code (including, holders among others, a U.S. resident alien) surrendering Certificates provide the Company and any other payor of Securities who are “U.S. persons” (as defined Merger Consideration with such stockholder’s correct TIN on Substitute Form W-9, which, in the instructions to the enclosed IRS Form W-9) must provide his, her or its current taxpayer identification number (“TIN”). If such holder case of a surrendering stockholder who is an individual, the TIN is generally his or her social security number. If the holder a stockholder does not provide the correct TIN or an adequate basis for an exemptionif any other information is not correctly provided, such holder stockholder may be subject to a penalty of up to $500 imposed by the IRS. In addition, and any consideration such holder receives in the Merger stockholder may be subject to U.S. federal backup withholding at the then-applicable rate (currently 24which as of the date hereof is 28%)) on any payments received in respect of surrendered Certificates. To prevent Certain persons are not subject to backup withholding. An exempt stockholder, other than a non-U.S. person, should enter the stockholder’s name, address, status and TIN on the face of the Substitute Form W-9, check the “Exempt” box in Part II of the Substitute Form W-9, and sign, date and return the Substitute Form W-9. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions. A surrendering stockholder that is not a U.S. person within the meaning of the United States Internal Revenue Code (a “non-U.S. stockholder”) should not complete the Substitute Form W-9. A non-U.S. stockholder instead should obtain the applicable IRS Form W-8 from the Exchange Agent or from the IRS website at xxx.xxx.xxx. The non-U.S. stockholder should then complete, sign and return the appropriate IRS Form W-8 in accordance with the instructions to such form in order to avoid any applicable withholding taxes. Non-U.S. stockholders should consult with their tax advisors regarding any questions they may have with respect to the completion of the appropriate IRS Form W-8. If backup withholding on any payment made to a holder of Securities in connection with the Merger Agreementapplies, the holder AMN or such other payor, as applicable, generally is required to notify withhold at the Company then-applicable rate on any consideration to be received by a payee. Backup withholding is not an additional tax. Rather, the United States federal income tax liability of his or her correct TIN persons subject to backup withholding will be reduced by completing the enclosed IRS Form W-9 and certifying under penalties amount of perjurysuch withholding provided the required information is furnished to the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided that the TIN provided on required information is furnished to the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In the event of backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholdingIRS. To prevent backup withholding, holders that are not each surrendering stockholder (other than an exempt or non-U.S. persons (as defined in stockholder subject to the instructions to IRS requirements set forth above) should provide such stockholder’s correct TIN by completing the “Substitute Form W-9) should ” set forth below, certifying that (i) submit the TIN provided is correct (or that such stockholder is awaiting a properly completed IRS Form W-8 to the Company, certifying under penalties of perjury to the holder’s foreign status or TIN) and (ii) otherwise establish an exemption. The appropriate version of IRS Form W-8 may be obtained from the Company or the IRS at its internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations and certain foreign holders) are exempt recipients stockholder is not subject to these backup withholding requirements. See because (a) the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, stockholder is exempt holders who are U.S. persons should certify their exempt status on IRS Form W-9 by entering the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your tax advisor for further guidance regarding completion of IRS Form W-9 or the appropriate version of IRS Form W-8 to claim exemption from backup withholding, including which version (b) the stockholder has not been notified by the IRS that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS Form W-8 you should provide has notified the stockholder that such stockholder is no longer subject to backup withholding and (iii) the stockholder is a U.S. person. The surrendering stockholder (other than an exempt or non-U.S. stockholder subject to the Companyrequirements set forth above) is required to give the TIN (e.g., the social security number or employer identification number) of the record holder of the Certificates. See If the enclosed “General Instructions” Certificates are in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on IRS which TIN to report. If the stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder may return a properly completed, signed Substitute Form W-9 with “Applied for” written in Part I. If “Applied for” is written in Part I, the stockholder must also complete the Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding. If “Applied for” is written in Part I, (i) AMN or other payor may subject the consideration payable in respect of surrendered Certificates to backup withholding and (ii) if a TIN is not provided within sixty (60) days, backup withholding may begin with respect to the consideration payable and continue until the stockholder furnishes its TIN. For United States federal income tax purposes, the Merger will be considered to occur in the taxable period during which the Merger is effective, regardless of whether the surrendering stockholder surrenders Certificates in that taxable period. TO BE COMPLETED BY HOLDERS THAT ARE U.S. PERSONS (INCLUDING U.S. RESIDENT ALIENS) (See “Guidelines for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Certification of TIN on Substitute Form W-9” below) SUBSTITUTE Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and the latest information. Give Form to the requester. Do not send to the IRSPART I — PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. See 1 Name the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for instructions. Social Security Number(s) OR Employer Identification Number(s) (as If awaiting TIN, write “Applied For”) Please Fill in Your Name, Address and Status Below Name: Address (Number and Street) City, State and Zip Code Status (individual, corporation, partnership, other) PART II — ¨ Check this box if you are exempt from backup withholding PART III — CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on your income tax returnthis form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u NoteSignature: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)Date:

Appears in 1 contract

Samples: Registration Rights Agreement (Amn Healthcare Services Inc)

IMPORTANT TAX INFORMATION. Under A United States Holder (as defined below) of Units who is receiving any consideration in connection with the Merger is required under United States federal income tax law, holders of Securities who are “U.S. persons” (as defined in law to provide the instructions to the enclosed IRS Form W-9) must provide Payments Administrator with his, her or its current taxpayer identification number (“TIN”)) on the Form W-9 included with this letter of transmittal. If such holder is an individual, the TIN is generally his or her social security number. If the holder does not provide the correct TIN or an adequate basis for an exemption, such holder a penalty may be subject to a penalty imposed by the Internal Revenue Service (the “IRS”), and any consideration such holder receives in the Merger may be subject to U.S. federal backup withholding at the applicable rate (currently 2428%). Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld provided that the required information is provided to the IRS. If withholding results in an overpayment of taxes, a refund from the IRS may be obtained. To prevent backup withholding on any payment made to withholding, a holder of Securities in connection with the Merger Agreement, the holder United States Holder is required to notify the Company Payments Administrator of his or her correct TIN by completing the enclosed IRS Form W-9 and certifying under penalties of perjury, perjury that the TIN provided on the IRS Form W-9 is correct. In addition, the holder must date and sign as indicated. In If the event holder does not provide the Payments Administrator with a certified TIN by the time of payment, backup withholding, consult your tax advisor to determine if you are entitled to any tax credit, tax refund, or other tax benefit as a result of such backup withholdingwithholding will apply. To prevent backup withholding, holders that are not U.S. persons (as defined in the instructions to IRS Form W-9) United States Holders should (i) submit a properly completed and applicable IRS Form W-8 W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI, IRS Form W-8EXP, or IRS Form W-8IMY (with appropriate attachments) to the CompanyPayments Administrator, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. The appropriate version All of the IRS Form W-8 Forms W-8, or other applicable forms, may be obtained from the Company Payments Administrator or from the IRS at its internet Internet website: xxx.xxx.xxx. Certain holders (including, among others, certain corporations and certain foreign holders) are exempt recipients not subject to these backup withholding requirements. See the enclosed copy of IRS Form W-9 and the General Instructions to IRS Form W-9. To avoid possible erroneous backup withholding, exempt holders who are U.S. persons United States Holders should certify their exempt status on IRS Form W-9 by entering complete and return the applicable code, as set forth in the instructions accompanying the enclosed IRS Form W-9. Please consult your For purposes of these instructions, a “United States Holder” is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) or partnership created under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income tax advisor for further guidance regarding completion regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. IN ALL CASES, TAX FORMS PREPARED AND ATTACHED TO THIS LETTER OF TRANSMITTAL SHOULD BE COMPLETED IN ACCORDANCE WITH INSTRUCTIONS FROM THE INTERNAL REVENUE SERVICE ATTACHED TO EACH FORM OR AVAILABLE AT XXX.XXX.XXX. PLEASE CONSULT YOUR INDEPENDENT LEGAL, ACCOUNTING, TAX OR FINANCIAL ADVISOR FOR FURTHER QUESTIONS. NOTE: FAILURE TO PROPERLY COMPLETE THE INFORMATION REQUESTED ON THE ATTACHED SUBSTITUTE FORM W-9, IRS Form W-9 FORM W-8BEN, IRS FORM W-8BEN-E, IRS FORM W-8ECI, IRS FORM W-8IMY or IRS FORM W-8EXP, AS APPLICABLE, MAY RESULT IN WITHHOLDING ON ANY PAYMENTS MADE TO YOU. EXHIBIT B RELEASE AND JOINDER THIS RELEASE AND JOINDER, dated as of , is entered into by undersigned (the appropriate version “Equityholder”), an equityholder of IRS Form W-8 to claim exemption from backup withholdingSequel Youth and Family Services, including which version LLC, an Iowa limited liability company (the “Company”), in favor of IRS Form W-8 you should provide Global Partner Acquisition Corp., a Delaware corporation (“Parent”), and Xxxx X. Xxxxxx, solely in his capacity as the Securityholder Representative (as defined below), and is being delivered pursuant to the Agreement and Plan of Merger dated as of January 11, 2017 (as it may be amended, supplemented or modified from time to time in accordance with its terms, the “Merger Agreement”) and attached hereto as Exhibit A by and among the Company. See , Parent, Sequel Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Acquisition Sub”), the enclosed Key Equityholders, and Xxxx X. Xxxxxx, solely in his capacity as the representative (General Instructions” on IRS Form W-9 for additional information and instructions. HOLDERS OF SECURITIES SHOULD SEEK ADVICE BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Form W-9 (Rev. October 2018Securityholder Representative”) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number Legacy Equityholders. Capitalized terms used herein and Certification uGo to xxx.xxx.xxx/XxxxX0 for instructions and not otherwise defined shall have the latest information. Give Form to the requester. Do not send to the IRS. See 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 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 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.) ☐ 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) u Note: Check the appropriate box meaning assigned thereto in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ☐ Other (see instructions) u 5 Address (number, street, and apt. or suite noMerger Agreement.) See instructions. Requester’s name and address (optional)

Appears in 1 contract

Samples: Operating Agreement (Global Partner Acquisition Corp.)

Time is Money Join Law Insider Premium to draft better contracts faster.