Material U.S. Federal Income Tax Consequences of the Merger’’ beginning on page 85 of this joint proxy and consent solicitation statement/prospectus, U.S. holders whose shares of Xxxxxxx Common Stock are exchanged in the Merger for shares of Era Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon such exchange (except with respect to any cash received in lieu of fractional shares).

Material U.S. Federal Income Tax Consequences. The following is a general summary of the material U.S. federal income tax consequences of the exchange of options pursuant to the offer. This discussion is based on the Internal Revenue Code of 1986, as amended, its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof as of the date of the offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. If you are living or working in the United States, but are also subject to the tax laws in another country, you should be aware that there may be other tax and social insurance consequences which may apply to you. We strongly recommend that you consult your own advisors to discuss the consequences to you of participating in the offer. Option holders who exchange outstanding options for new options should not be required to recognize income for federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange. We advise all option holders considering exchanging their options to meet with their own tax advisors with respect to the federal, state, local and foreign tax consequences of participating in the offer. Incentive Stock Options ----------------------- Under current law, an option holder will not realize taxable income upon the grant of an incentive stock option under our 1996 Plan. In addition, an option holder generally will not realize taxable income upon the exercise of an incentive stock option. However, an option holder's alternative minimum taxable income will be increased by the amount that the aggregate fair market value of the shares underlying the option, which is generally determined as of the date of exercise, exceeds the aggregate exercise price of the option. Except in the case of an option holder's death or disability, if an option is exercised more than three (3) months after the option holder's termination of employment, the option ceases to be treated as an incentive stock option and is subject to taxation under the rules that apply to nonstatutory stock options. If an option holder sells the option shares acquired upon exercise of an incentive stock option, the tax consequences of the disposition depend upon whether the disposition is qualify...

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Material U.S. Federal Income Tax Consequences. The following is a general summary of the material U.S. federal income tax consequences applicable to the amendment of the Eligible Options and the payment of the Cash Bonuses or the cancellation of tendered options and the grant of New Options in replacement. Foreign, state and local tax consequences are not addressed.

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Material U.S. Federal Income Tax Consequences of the Merger’’ beginning on page 85 of this joint proxy and consent solicitation statement/prospectus. The tax consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger. The Merger will be treated as an acquisition by Xxxxxxx of Era under U.S. generally accepted accounting principles (‘‘GAAP’’). Xxxxxxx is being treated as the acquirer pursuant to GAAP, notwithstanding the fact that a wholly-owned subsidiary of Era is acquiring Xxxxxxx, because, among other considerations, immediately following the Effective Time of the Merger: (i) former Xxxxxxx stockholders (including former holders of Xxxxxxx Preferred Stock) will own 77% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Combined Company will initially consist of eight directors, including six Xxxxxxx designees. The Merger will be accounted for under the acquisition method of accounting under GAAP. Under the acquisition method of accounting, for the purposes of the unaudited pro forma condensed combined consolidated financial information, management of Xxxxxxx and Era have determined a preliminary estimated purchase price for Era (see Unaudited Pro Forma Condensed Combined Consolidated Financial Information – Note 5: Estimated Purchase Consideration and Preliminary Purchase Price Allocation beginning on page 132 for additional information). Era’s net tangible and intangible assets acquired and liabilities assumed in connection with the Merger are recorded at their estimated acquisition date fair values. Any excess of the fair value of Era’s identified net assets acquired over the estimated purchase price will be recognized as a gain on bargain purchase. A final determination of these acquired assets and assumed liabilities will be based on Era’s actual net tangible and intangible assets as of the date of completion of the Merger. For a discussion of the factors considered by the Era Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the issuance of Era Common Stock as consideration in the Merger, see ‘‘The Merger—Era’s Reasons for the Merger and Recommendation of the Era Board’’. Era retained Centerview Partners LLC, which is referred to in this proxy statement/prospectus as ‘‘Centerview’’, as financial advisor to the E...

Material U.S. Federal Income Tax Consequences. The following summary is a summary of the United States federal income tax consequences that generally will arise with respect to stock options granted under our Amended and Restated 1997 Stock Incentive Plan and with respect to the sale of Class A common stock acquired under the plans. This summary does not address the tax consequences that may arise with respect to any gift or disposition other than by sale of shares acquired by an optionholder under an option. FOR PRECISE ADVICE AS TO ANY SPECIFIC SET OF CIRCUMSTANCES, OPTIONHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS. Optionholders should also consult with their own tax advisors regarding the application of any state, local, and foreign taxes and any federal gift, estate, and inheritance taxes. This summary is based on the federal tax laws in effect as of the date hereof. Changes to these laws could alter the tax consequences described below.

Material U.S. Federal Income Tax Consequences. (page 147)

Material U.S. Federal Income Tax Consequences. The following is a general summary of the material U.S. federal income tax consequences of the replacement of options pursuant to the offer. This discussion is based on the Internal Revenue Code, its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof as of the date of the offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Option holders who replace outstanding options with New Options should not be required to recognize income for federal income tax purposes at the time of the replacement. We believe that the replacement will be treated as a non-taxable exchange. We advise all option holders considering replacing their options to meet with their own tax advisors with respect to the federal, state, local and foreign tax consequences of participating in the offer. Incentive Stock Options ----------------------- If you tender incentive stock options and those options are accepted for replacement, the New Options will be granted as nonstatutory stock options. You should note that there is a risk that any eligible incentive stock options you have may be affected, even if you do not participate in the replacement. We do not believe that our offer to you will change any of the terms of your eligible incentive stock options if you do not accept the offer. We believe that you will not be subject to current U.S. federal income tax if you do not elect to participate in the option replacement program. We also believe that the option replacement program will not change the U.S. federal income tax treatment of subsequent grants and exercises of your incentive stock options (and sales of shares acquired upon exercises of such options) if you do not participate in this offer to replace options. However, the IRS may characterize this offer to replace options as a "modification" of those incentive stock options, even if you decline to participate. In 1991, the IRS issued a private letter ruling in which another company's option exchange program

Material U.S. Federal Income Tax Consequences. The following discussion supersedes and replaces the discussion set forth in the Preliminary Prospectus Supplement under the caption entitled “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.” The following summary describes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the notes as of the date hereof to U.S. holders and non-U.S. holders (each as defined below) that acquire notes for cash at their original issue price pursuant to this offer. The summary is based on the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), Treasury Regulations, judicial decisions, published positions of the Internal Revenue Service (‘‘IRS’’), and other applicable authorities, all as in effect as of the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). The discussion does not address all of the tax consequences that may be relevant to a particular person or to persons subject to special treatment under U.S. federal income tax laws (such as financial institutions, broker-dealers, insurance companies, regulated investment companies, real estate investment trusts, cooperatives, traders in securities who elect to apply a xxxx-to-market method of accounting, persons that have a functional currency other than the U.S. dollar, expatriates, tax-exempt organizations, or persons that are, or hold their notes through, partnerships or other pass-through entities), or to persons who hold the notes as part of a straddle, hedge, conversion, synthetic security, or constructive sale transaction for U.S. federal income tax purposes, all of whom may be subject to tax rules that differ from those summarized below. In addition, this discussion does not address the consequences of the alternative minimum tax, or any state, local or foreign tax consequences or any tax consequences other than U.S. federal income tax consequences. This summary deals only with persons who hold the notes as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). No IRS ruling has been or will be sought regarding any matter discussed herein. Holders are urged to consult their tax advisors as to the particular U.S. federal tax consequences to them of the acquisition, ownership and disposition of notes, as well as the effects of state, local and non-U.S. tax laws. For purposes of this summary, a ‘‘non-U.S. holder’’ means any beneficial owner (other than ...

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