Common use of Backup Withholding Clause in Contracts

Backup Withholding. In order to avoid "backup withholding" of federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding. If a shareholder does not provide such shareholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such shareholder and the payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding of 31% of the amount of such payment. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 9 to the Letter of Transmittal.

Backup Withholding. In order to avoid "'backup withholding" ' of federal Federal income tax on payments of cash pursuant to the Offer, a shareholder stockholder surrendering Shares in the Offer must, unless an exemption applies, must (1) provide the Depositary with such shareholderstockholder's correct taxpayer identification number ("'TIN"') on a Substitute Form W-9 and (2) certify under penalties penalty of perjury that such TIN is correct and that such shareholder stockholder is not subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. If a shareholder stockholder does not provide such shareholder's its correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "'IRS"') may impose a penalty on such shareholder stockholder and the payment of cash to such shareholder stockholder pursuant to the Offer may be subject to backup withholding of 31% of the amount of such payment%. All shareholders stockholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of or Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Noncorporate foreign shareholders stockholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 9 to the Letter of Transmittal.

Backup Withholding. In order to avoid "backup withholding" of federal income tax on payments of cash pursuant to the this Offer, a shareholder surrendering Shares in the this Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding. If a shareholder does not provide such shareholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such shareholder and the payment of cash to such shareholder pursuant to the this Offer may be subject to backup withholding of 31% of the amount of such payment. All shareholders surrendering Shares pursuant to the this Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 9 10 to the Letter of Transmittal.

Backup Withholding. In order to avoid Under the "backup withholding" provisions of United States federal income tax on law, the Depositary may be required to withhold 31% of the amount of any payments pursuant to the Offer. In order to prevent backup federal income tax withholding with respect to payments of cash the Offer Price to certain shareholders for Shares purchased pursuant to the Offer, a each such shareholder surrendering Shares in the Offer must, unless an exemption applies, must provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding by completing the Substitute Form W-9 in the Letter of Transmittal. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. If a shareholder does not provide such shareholder's its correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such the shareholder and the payment of cash to such the shareholder pursuant to the Offer may be subject to backup withholding of 31% of the amount of such paymentwithholding. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of in the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary)withholding. Noncorporate Non-corporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, Status (a copy of which may be obtained from the Depositary, ) in order to avoid backup withholding. See Instruction 9 to 8 of the Letter of Transmittal.

Backup Withholding. In order to avoid "backup withholding" of federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties penalty of perjury that such TIN is correct and that such shareholder is not subject to backup withholding. If a shareholder does not provide such shareholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such shareholder and the payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding of 31% of the amount of such payment%. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser OrthoStrategies and the Depositary). Noncorporate Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Non-corporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 9 to "Important Tax Information" in the Letter of Transmittal.

Backup Withholding. In order to avoid Under the "backup withholding" provisions of United States federal income tax on law, the Depositary may be required to withhold 31% of the amount of any payments pursuant to the Offer. In order to prevent backup federal income tax withholding with respect to payments of cash the Share Offer Price to certain shareholders for Shares purchased pursuant to the Offer, a each such shareholder surrendering Shares in the Offer must, unless an exemption applies, must provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding by completing the Substitute Form W-9 in the Letter of Transmittal. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. If a shareholder does not provide such shareholder's its correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such the shareholder and the payment of cash to such the shareholder pursuant to the Offer may be subject to backup withholding of 31% of the amount of such paymentwithholding. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of in the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary)withholding. Noncorporate Non-corporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, Status (a copy of which may be obtained from the Depositary, ) in order to avoid backup withholding. See Instruction 9 to 8 of the Letter of Transmittal.