Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. Information reporting generally will apply to payments to a stockholder pursuant to the Offer or the Merger, unless such stockholder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. Holder that is subject to information reporting generally will also be subject to backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption. The information reporting and backup withholding rules that apply to payments to a stockholder pursuant to the Offer and Merger generally will not apply to payments to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN Table of Contents or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors to determine which IRS Form W-8 is appropriate. Certain stockholders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is properly and timely furnished by such U.S. Holder to the IRS. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER OR THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-UNITED STATES, OR OTHER LAWS.

Information Reporting and Backup Withholding. Information reporting generally will Payments made to stockholders in the Offer or the Merger may be reported to the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to payments the amount paid to a stockholder certain stockholders (who are not “exempt” recipients) pursuant to the Offer or the Merger. To prevent such backup U.S. federal income tax withholding, unless such each stockholder who is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. Holder that and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to information reporting generally will also these backup withholding requirements (though U.S. corporations may be subject required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption. The information reporting and backup withholding rules that apply to payments to a stockholder pursuant to the Offer and Merger generally will not apply to payments to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not must submit a U.S. person statement (generally by providing generally, an IRS Form W-8BEN Table of Contents or W-8BEN-E or other applicable Form W-8), signed under penalty of perjury, attesting to such non-U.S. Holder’s exempt status. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (xxx.xxx.xxx). A disregarded domestic entity that has a regarded foreign owner must use the appropriate IRS Form W-8) or otherwise establishes an exemption. Non-U.S. Holders should consult their own tax advisors to determine which , and not the IRS Form W-8 is appropriate. Certain stockholders (including corporations) generally are not subject to backup withholdingW-9. Backup withholding is not an additional tax. Any Taxpayers may use amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s their U.S. federal income tax liability or may claim a refund of such amounts if the they timely provide certain required information is properly and timely furnished by such U.S. Holder to the IRS. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERSHolders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER OR THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCESThe tax discussion set forth above is included for general information only and is not tax advice. You are urged to consult your tax advisor to determine the particular tax consequences to you of the Offer and the Merger, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERALincluding the applicability and effect of U.S. federal, STATEstate, LOCALlocal, NON-UNITED STATES, OR OTHER LAWSforeign and other tax laws and treaties. The U.S. federal income and other tax consequences to holders or beneficial owners of options or restricted stock units participating in the Offer or Merger with respect to such options or restricted stock units are not discussed herein and such holders or beneficial owners are strongly encouraged to consult their own tax advisors regarding such tax consequences.

Information Reporting and Backup Withholding. Information reporting generally will Payments made to stockholders in the Offer or the Merger may be reported to the IRS. In addition, under the U.S. federal income tax laws, backup withholding at the statutory rate (currently 24%) may apply to payments the amount paid to a stockholder certain stockholders (who are not “exempt” recipients) pursuant to the Offer or the Merger. To prevent such backup withholding, unless such each stockholder who is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. Holder that and who does not otherwise establish an exemption from backup withholding must notify the Depositary or other applicable withholding agent of the stockholder’s taxpayer identification number (generally an employer identification number or social security number) and provide certain other information by completing, under penalty of perjury, an IRS Form W-9, a copy of which is included in the Letter of Transmittal. Failure to timely provide the correct taxpayer identification number on the IRS Form W-9 may subject the stockholder to a penalty imposed by the IRS. Certain “exempt” recipients (including, among others, generally all corporations and certain non-U.S. Holders) are not subject to information reporting generally will also these backup withholding requirements (though U.S. corporations may be subject required to submit an IRS Form W-9 to establish such exemption). For a non-U.S. Holder to qualify for such an exemption from backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption. The information reporting and backup withholding rules that apply to payments to a stockholder pursuant to the Offer and Merger generally will not apply to payments to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not must submit a U.S. person statement (generally by providing generally, an IRS Form W-8BEN Table of Contents or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. ), signed under penalty of perjury, attesting to such Non-U.S. Holders should consult their own tax advisors to determine which Holder’s exempt status. A copy of the appropriate IRS Form W-8 is appropriate. Certain stockholders may be obtained from the Depositary or from the IRS website (including corporations) generally are not subject to backup withholdingxxx.xxx.xxx). Backup withholding is not an additional tax. Any Taxpayers may use amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s their U.S. federal income tax liability or may claim a refund of such amounts if the they timely provide certain required information is properly and timely furnished by such U.S. Holder to the IRS. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERSHolders are urged to consult their tax advisors regarding the application of backup withholding to their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER OR THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCESThe tax discussion set forth above is included for general information only and is not tax advice. You are urged to consult your tax advisor to determine the particular tax consequences to you of the Offer and the Merger, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERALincluding the applicability and effect of U.S. federal, STATEstate, LOCALlocal, NON-UNITED STATES, OR OTHER LAWS.foreign and other tax laws and treaties. The U.S. federal income and other tax consequences to holders or beneficial owners of options or

Information Reporting and Backup Withholding. Information reporting generally will apply to payments Payments made to a stockholder Holder with respect to Shares exchanged for cash pursuant to the Offer or the MergerMerger will be reported to the Holder and the IRS to the extent required by the Code and applicable Treasury Regulations. In addition, unless such stockholder is an entity that is exempt from information reporting and, when required, properly demonstrates its eligibility for exemption. Any payment to a U.S. noncorporate Holder that is subject to information reporting generally will also may be subject to backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to withholding tax at the applicable withholding agent certifying that, among other things, its taxpayer identification number is correct, or otherwise establishes an exemption. The information reporting and backup withholding rules that apply rate (currently 28%) with respect to cash payments to a stockholder received upon the exchange of Shares pursuant to the Offer and or the Merger generally will not unless an exemption applies. For an exemption to apply to payments a U.S. Holder, such U.S. Holder must (i) timely provide the Depositary with a correct taxpayer identification number and otherwise comply with certain certification procedures (generally, by providing a properly completed Form W-9 included with the Letter of Transmittal) or (ii) otherwise establish to the satisfaction of the Depositary that such U.S. Holder is exempt from backup withholding tax. For an exemption to apply to a Non-U.S. Holder if Holder, such Non-U.S. Holder certifies must (i) certify under penalties of perjury on an appropriate and properly completed IRS Form W-8 that it such Non-U.S. Holder is not a U.S. person (generally by providing an IRS Form W-8BEN Table provided that the Depositary does not have actual knowledge or reason to know that the Holder is a U.S. person), or (ii) otherwise establish to the satisfaction of Contents or W-8BEN-E or other applicable IRS Form W-8) or otherwise establishes an exemption. the Depositary that such Non-U.S. Holders should Holder is exempt from backup withholding tax. Each Non-U.S. Holder is urged to consult their its own tax advisors advisor to determine which IRS Form W-8 is appropriateappropriate in such Non-U.S. Holder’s case. Certain stockholders (including corporations) generally If Shares are not subject held through a non-U.S. partnership or other flow-through entity, certain documentation requirements also may apply to backup withholdingthe partnership or other flow-through entity. 19 Table of Contents Backup withholding is not an additional tax. Any , and any amounts withheld under the backup withholding rules from a payment to a Holder generally will be allowed as a refund or a credit against a U.S. such Holder’s U.S. federal income tax liability if liability, provided that such Holder timely furnishes the required information is properly and timely furnished by such U.S. Holder to the IRS. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR STOCKHOLDERS. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER OR THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-UNITED STATES, OR OTHER LAWS.