FIRPTA Notification. (a) On the Effective Date, Sierra-California ------------------- shall deliver to Sierra-Delaware, as agent for the shareholders of Sierra-California, a properly executed statement (the "Statement") substantially in the form attached hereto as Attachment A. Sierra-Delaware shall retain the Statement for a period of not less than seven years and shall, upon request, provide a copy thereof to any person that was a shareholder of Sierra-California immediately prior to the Merger. In consequence of the approval of the Merger by the shareholders of Sierra-California, (i) such shareholders shall be considered to have requested that the Statement be delivered to Sierra-Delaware as their agent and (ii) Sierra-Delaware shall be considered to have received a copy of the Statement at the request of the Sierra-California shareholders for purposes of satisfying Sierra-Delaware's obligations under Treasury Regulation Section 1.1445-2(c)(3).
(b) Sierra-California shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
FIRPTA Notification. (i) On the Effective Date of the Merger, OmniVision-California shall deliver to OmniVision-Delaware, as agent for the shareholders of OmniVision-California, a properly executed statement (the "Statement") substantially in the form attached hereto as Exhibit A. OmniVision-Delaware shall retain the Statement for a period of not less than seven years and shall, upon request, provide a copy thereof to any person that was a shareholder of OmniVision-California immediately prior to the Merger. In consequence of the approval of the Merger by the shareholders of OmniVision-California, (i) such shareholders shall be considered to have requested that the Statement be delivered to OmniVision-Delaware as their agent and (ii) OmniVision-Delaware shall be considered to have received a copy of the Statement at the request of the OmniVision-California shareholders for purposes of satisfying OmniVision- Delaware's obligations under Treasury Regulation Section 1.1445-2(c)(3).
(ii) OmniVision-California shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
FIRPTA Notification. (a) On the Effective Date of the Merger, TeleNav shall deliver to TNAV Holdings, as agent for the stockholders of TeleNav, a properly executed statement (the “Statement”) substantially in the form attached hereto as Exhibit A. TNAV Holdings shall retain the Statement for a period of not less than seven years and shall, upon request, provide a copy thereof to any person that was a stockholder of TeleNav immediately prior to the Merger. In consequence of the approval of the Merger by the stockholders of TeleNav, (i) such stockholders shall be considered to have requested that the Statement be delivered to TNAV Holdings as their agent and (ii) TNAV Holdings shall be considered to have received a copy of the Statement at the request of the TeleNav stockholders for purposes of satisfying TNAV Holdings’ obligations under Treasury Regulation Section 1.1445-2(c)(3).
(b) TeleNav shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
FIRPTA Notification. (a) On the Effective Date of the Merger, Vitacost shall deliver to VM Corporation, as agent for the stockholders of Vitacost, a properly executed statement representing that the shares of Vitacost stock do not constitute a “United States real property interest” within the meaning of Section 897(c) of the Internal Revenue Code of 1986 and the regulations issued thereunder (the “Statement”). VM Corporation shall retain the Statement for a period of not less than seven years and shall, upon request, provide a copy thereof to any person that was a stockholder of Vitacost immediately prior to the Merger. In consequence of the approval of the Merger by the stockholders of Vitacost, (i) such stockholders shall be considered to have requested that the Statement be delivered to VM Corporation as their agent and (ii) VM Corporation shall be considered to have received a copy of the Statement at the request of the Vitacost stockholders for purposes of satisfying VM Corporation’s obligations under Treasury Regulation Section 1.1445-2(c)(3).
(b) Vitacost shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
FIRPTA Notification. On the Effective Date of the Merger, CPRT California shall deliver to CPRT Delaware a properly executed statement (the “Statement”), conforming to the requirements of Treasury Regulation Sections 1.897-2(h)(2) and 1.1445-2(c)(3), certifying that no interest in CPRT California is a United States real property interest as defined in Section 897(c) of the Code. CPRT California shall deliver to the Internal Revenue service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2 (h)(2).
FIRPTA Notification. (a) On the Effective Date of the Merger, Cobalt-California shall deliver to Cobalt-Delaware, as agent for the shareholders of Cobalt-California, a properly executed statement (the "Statement") substantially in the form attached hereto as Exhibit A. Cobalt-Delaware shall retain the Statement for a period of not less than seven years and shall, upon request, provide a copy thereof to any person that was a shareholder of Cobalt-California immediately prior to the Merger. In consequence of the approval of the Merger by the shareholders of Cobalt-California, (i) such shareholders shall be considered to have requested that the Statement be delivered to Cobalt-Delaware as their agent and (ii) Cobalt-Delaware shall be considered to have received a copy of the Statement at the request of the Cobalt-California shareholders for purposes of satisfying Cobalt-Delaware's obligations under Treasury Regulation Section 1.1445-2(c)(3).
FIRPTA Notification. (a) On the Effective Date, Catapult California shall deliver to Catapult Nevada, as agent for the shareholders of Catapult California, a properly executed statement (the "Statement") substantially in the form attached hereto as EXHIBIT A. Catapult Nevada shall retain the Statement for a period of not less than seven years and shall, upon request, provide a copy thereof to any person that was a shareholder of Catapult California immediately prior to the Merger. In consequence of the approval of the Merger by the shareholders of Catapult California, as provided in Recital D hereof, (i) such shareholders shall be considered to have requested that the Statement be delivered to Catapult Nevada as their agent and (ii) Catapult Nevada shall be considered to have received a copy of the Statement at the request of the Catapult California shareholders for purposes of satisfying Catapult Nevada's obligations under Treasury Regulation Section 1.1445-2(c)(3).
(b) Catapult California shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
FIRPTA Notification. If any shareholder believes that it, or its direct or indirect beneficial owners, could potentially be subject to tax in connection with the Merger under Section 897 of the Code by reason of (i) being a nonresident alien individual or foreign corporation within the meaning of Section 897(a)(1) of the Code, and (ii) not qualifying for the exemption in Section 897(c)(3) of the Code, such shareholder may provide the Surviving Corporation with a statement on the date hereof in accordance with Notice 89-57, 1989-1 C.B. 698, and Section 1.1445-2(d)(2)(iii) of the Treasury Regulations, which statement the Surviving Corporation shall file with the Internal Revenue Service within 20 days in accordance with Section 1.1445-2(d)(2)(i)(B) of the Treasury Regulations.
FIRPTA Notification. (a) On the Effective Date of the Merger, NASSDA-California shall deliver to NASSDA-Delaware, as agent for the shareholders of NASSDA-California, a properly executed statement (the "Statement") substantially in the form attached hereto as Exhibit ------- A. NASSDA-Delaware shall retain the Statement for a period of not less than - seven years and shall, upon request, provide a copy thereof to any person that was a shareholder of NASSDA-California immediately prior to the Merger. In consequence of the approval of the Merger by the shareholders of NASSDA-California, (i) such shareholders shall be considered to have requested that the Statement be delivered to NASSDA-Delaware as their agent and (ii) NASSDA-Delaware shall be considered to have received a copy of the Statement at the request of the NASSDA-California shareholders for purposes of satisfying NASSDA-Delaware's obligations under Treasury Regulation Section 1.1445-2(c)(3).
(b) NASSDA-California shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
FIRPTA Notification. (a) On or before the Effective Date of the Merger, AccelGraphics California shall deliver to AccelGraphics Delaware, as agent for the shareholders of AccelGraphics California, a properly executed statement in such form as reasonably requested by counsel for AccelGraphics California and conforming to the requirements of Treasury Regulation Section 1.897-2(h)(1)(i) (the "STATEMENT"). AccelGraphics Delaware shall, upon request, provide a copy thereof to any person that was a shareholder of AccelGraphics California immediately prior to the Merger. In consequence of the approval of the Merger by the shareholders of AccelGraphics California, as provided in Recital D hereof, (i) such shareholders shall be considered to have requested that the Statement be delivered to AccelGraphics Delaware as their agent and (ii) AccelGraphics Delaware shall be considered to have received a copy of the Statement at the request of the AccelGraphics California shareholders for purposes of satisfying AccelGraphics Delaware's obligations under Treasury Regulation Section 1.1445-2(c)(3).
(b) AccelGraphics California shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
