FIRPTA Certificates. Prior to the purchase of Shares pursuant to Section 3 hereof, Stockholder shall provide to Parent, Purchaser or the Paying Agent (as defined in the Merger Agreement), as the case may be, a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b) (the "FIRPTA Certificate"). If a Stockholder fails to deliver the FIRPTA Certificate, Parent, Purchaser or the Paying Agent, as the case may be, shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from amounts otherwise payable to Stockholder pursuant to the Merger Agreement or this Agreement.
Appears in 12 contracts
Samples: Stockholder Agreement (Orbitz Inc), Stockholder Agreement (Orbitz Inc), Stockholder Agreement (Orbitz Inc)
FIRPTA Certificates. Prior to the purchase of Shares pursuant to Section 3 hereof, Stockholder shall provide to Parent, Purchaser or the Paying Agent (as defined in the Merger Agreement), as the case may be, a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b) (the "“FIRPTA Certificate"”). If a Stockholder fails to deliver the FIRPTA Certificate, Parent, Purchaser or the Paying Agent, as the case may be, shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from amounts otherwise payable to Stockholder pursuant to the Merger Agreement or this Agreement.
Appears in 6 contracts
Samples: Stockholder Agreement (Cendant Corp), Stockholder Agreement (Cendant Corp), Stockholder Agreement (Cendant Corp)
FIRPTA Certificates. Prior to the purchase of Shares pursuant to Section 3 hereof, Stockholder shall provide to Parent, Purchaser Merger Sub or the Paying Agent (as defined in the Merger Agreement)Exchange Agent, as the case may be, a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b) (the "“FIRPTA Certificate"”). If a Stockholder fails to deliver the FIRPTA Certificate, Parent, Purchaser Merger Sub or the Paying Exchange Agent, as the case may be, shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from amounts otherwise payable to Stockholder pursuant to the Merger Agreement or this Agreement.
Appears in 1 contract
Samples: Stockholder Tender Agreement (Indevus Pharmaceuticals Inc)
FIRPTA Certificates. Prior to the purchase of Shares pursuant to Section 3 hereof, Stockholder shall provide to Parent, Purchaser Merger Sub or the Paying Agent (as defined in the Merger Agreement)Exchange Agent, as the case may be, a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b) (the "FIRPTA Certificate"). If a Stockholder fails to deliver the FIRPTA Certificate, Parent, Purchaser Merger Sub or the Paying Exchange Agent, as the case may be, shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from amounts otherwise payable to Stockholder pursuant to the Merger Agreement or this Agreement.
Appears in 1 contract
Samples: Form of Stockholder Tender Agreement (Endo Pharmaceuticals Holdings Inc)