Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding and potential penalties, any U.S. stockholder that does not otherwise establish an exemption should complete and return the IRS Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any foreign stockholder should submit an IRS Form W-8BEN (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Appears in 3 contracts

Samples: The Merger Agreement (Oracle Corp), The Merger Agreement (Oracle Corp), The Merger Agreement (Oracle Corp)

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Information Reporting and Backup Withholding. Payments made to stockholders of the Company NetSuite in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding and potential penalties, any U.S. stockholder that does not otherwise establish an exemption should complete and return the IRS Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any foreign stockholder should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Appears in 1 contract

Samples: Oracle Corp

Information Reporting and Backup Withholding. Payments made to stockholders of the Company Cerner in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 2824%). To avoid backup withholding and potential penalties, any U.S. stockholder that does not otherwise establish an exemption should complete and return the IRS United States Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any foreign stockholder should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Appears in 1 contract

Samples: Oracle Corp

Information Reporting and Backup Withholding. Payments made to stockholders of the Company ARMO in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax on payments for Shares made in the Offer or the Merger (currently at a rate of 2824%). To avoid backup withholding and potential penaltieswithholding, any stockholder that is a U.S. stockholder person that does not otherwise establish an exemption should from U.S. federal backup withholding must complete and return the IRS Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying . Any stockholder that such stockholder is not a U.S. person, the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any foreign stockholder person should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability liability, if any, provided the required information is timely furnished to the IRS.

Appears in 1 contract

Samples: Non Disclosure Agreement (Lilly Eli & Co)

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding (currently of U.S. federal income tax at a rate of 28twenty-four percent (24%). To avoid backup withholding and potential penaltieswithholding, any stockholder that is a U.S. stockholder person that does not otherwise establish an exemption should from U.S. federal backup withholding must complete and return the IRS Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying . Any stockholder that such stockholder is not a U.S. person, the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any foreign stockholder person should submit an IRS Form W-8BEN TABLE OF CONTENTS​​ or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. federal income tax liability liability, if any, provided the required information is timely furnished to the IRS.

Appears in 1 contract

Samples: Confidentiality Agreement (Invox Pharma LTD)

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Information Reporting and Backup Withholding. Payments made to stockholders of the Company Terremark in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding and potential penaltieswithholding, any U.S. stockholder stockholders that does do not otherwise establish an exemption should complete and return the IRS Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Any foreign stockholder Certain stockholders (including corporations) generally are not subject to backup withholding. Foreign stockholders should submit an IRS a Form W-8BEN (or other applicable IRS Form W-8) attesting to such stockholder’s exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholderU.S. Holder’s (as defined in Section 5 – “Certain United States Federal Income Tax Consequences”) U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Appears in 1 contract

Samples: Verizon Communications Inc

Information Reporting and Backup Withholding. Payments made to stockholders of the Company in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%)withholding. To avoid backup withholding and potential penaltieswithholding, any U.S. stockholder stockholders that does do not otherwise establish an exemption should complete and return the IRS U.S. Internal Revenue Service (the “IRS”) Form W-9 included in the Letter of Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that (i) such stockholder is a U.S. United States person, (ii) the taxpayer identification number provided by such stockholder is correct, and that (iii) such stockholder is not subject to backup withholding. Any foreign stockholder Foreign stockholders should submit an IRS Form W-8BEN (or other applicable a properly completed and signed appropriate IRS Form W-8) attesting to such stockholder’s exempt foreign status , a copy of which may be obtained from the Depositary or the IRS website at xxx.xxx.xxx, in order to qualify for an exemption from information reporting and avoid backup withholding. Such stockholders are urged to consult their own tax advisors to determine which Form W-8 is appropriate. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund from the IRS or a credit against a stockholder’s U.S. United States federal income tax liability liability, provided the required information is timely furnished in the appropriate manner to the IRS.

Appears in 1 contract

Samples: Confidentiality Agreement (Central Merger Sub Inc.)

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