Tax Certificate. The Company shall use reasonable best efforts to deliver to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aruba Networks, Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
Tax Certificate. The Company shall use reasonable best efforts to deliver have delivered to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SteadyMed Ltd.), Agreement and Plan of Merger (UNITED THERAPEUTICS Corp)
Tax Certificate. The Company shall use reasonable best efforts to deliver have delivered to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(31.1445‑2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(21.897‑2(h)(2), each in substantially the form of Exhibit B A hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Tax Certificate. The Company shall use reasonable best efforts to deliver have delivered to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares shares of Company Stock do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Regulations Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Regulations Section 1.897-2(h)(2), each in substantially the form of Exhibit B F hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rubicon Project, Inc.)
Tax Certificate. The Company shall use reasonable best efforts to deliver have delivered to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B C hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Monitor Corp /Ca/)
Tax Certificate. The Company Parent shall use reasonable best efforts have delivered to deliver to Parent at the Closing Date Contributors a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares shares of Parent Common Stock do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parenteach Contributor’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B hereto.
Appears in 1 contract
Samples: Business Combination Agreement (Catalyst Biosciences, Inc.)
Tax Certificate. The Company shall use reasonable best efforts to deliver have delivered to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares shares of Company Stock and Company Options do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B I hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rubicon Project, Inc.)
Tax Certificate. The Company shall use reasonable best efforts to deliver have delivered to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B A hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pioneer Energy Services Corp)
