Common use of Stock Transfer Taxes Clause in Contracts

Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if surrendered Converting Instruments are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 8, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of Transmittal. All questions as to the validity, form and eligibility of any surrender of Converting Instruments will be determined by the Exchange Agent and Acquiror and such determination shall be final and binding. Exchange Agent and Acquiror reserve the right to waive any irregularities or defects in the surrender of any Converting Instruments. A surrender will not be deemed to have been made until all irregularities have been cured or waived. - THIS PAGE INTENTIONALLY LEFT BLANK - XXXXX’S NAME: American Transfer & Trust Company SUBSTITUTE FORM W-9 Department of the Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer Identification Number Treasury Internal Revenue Service Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines) Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Transfer & Trust Company CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder who tenders Converting Instruments that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder must provide the Exchange Agent with such securityholder’s correct taxpayer identification number and certify that such securityholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the securityholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Certain securityholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such securityholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, or successor form. Such statements can be obtained from the Exchange Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number of — For this type of account: IDENTIFICATION number of —

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement

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Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if surrendered Converting Instruments HomeFed certificates are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 87, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of Transmittal. All questions as to the validity, form and eligibility of any surrender of Converting Instruments certificates will be determined by the Exchange Agent and Acquiror HomeFed and such determination shall be final and binding. Exchange Agent and Acquiror HomeFed reserve the right to waive any irregularities or defects in the surrender of any Converting Instrumentscertificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived. - REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK - XXXXX’S NAME: American Transfer & Trust Company SUBSTITUTE FORM W-9 Department of the Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer Identification Number Treasury Internal Revenue Service Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines) Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Transfer & Trust Company CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder Stockholder who tenders Converting Instruments HomeFed stock certificates that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder must Stockholder should provide the Exchange Agent with such securityholderStockholder’s correct taxpayer identification number and certify that such securityholder Stockholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder Stockholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the securityholder Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments HomeFed stock certificates are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number instructions on Substitute Form W-9. Certain securityholders Stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such securityholder Stockholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, Form W-8BEN-E or successor formother Form W-8, as applicable. Such statements can be obtained from the Exchange Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments HomeFed stock certificates to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number of — For this type of account: IDENTIFICATION number of —.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Homefed Corp), Agreement and Plan of Merger (Jefferies Financial Group Inc.)

Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if surrendered Converting Instruments HomeFed certificates are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 87, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of Transmittal. All questions as to the validity, form and eligibility of any surrender of Converting Instruments certificates will be determined by the Exchange Agent and Acquiror HomeFed and such determination shall be final and binding. Exchange Agent and Acquiror HomeFed reserve the right to waive any irregularities or defects in the surrender of any Converting Instrumentscertificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived. - REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK - XXXXX’S NAME: American Transfer & Trust Company SUBSTITUTE FORM W-9 Department of the Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer Identification Number Treasury Internal Revenue Service Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines) Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Transfer & Trust Company CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder Stockholder who tenders Converting Instruments HomeFed stock certificates that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder must Stockholder should provide the Exchange Agent with such securityholderStockholder’s correct taxpayer identification number and certify that such securityholder Stockholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder Stockholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the securityholder Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments HomeFed stock certificates are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number instructions on Substitute Form W-9. Certain securityholders Stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such securityholder Stockholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, Form W-8BEN-E or successor formother Form W-8, as applicable. Such statements can be obtained from the Exchange Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments HomeFed stock certificates to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number of — For this type of account: IDENTIFICATION number of —.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Homefed Corp)

Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if the surrendered Converting Instruments are Certificate(s) is (are) registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 810, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of TransmittalCertificate(s). All questions as to the validity, form and eligibility of any surrender of Converting Instruments any Certificate(s) will be determined by the Exchange Agent and Acquiror Pacific Premier and such determination shall be final and binding. The Exchange Agent and Acquiror Pacific Premier reserve the right to waive any irregularities or defects in the surrender of any Converting InstrumentsCertificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. - THIS PAGE INTENTIONALLY LEFT BLANK - XXXXX’S NAME: American Transfer AMERICAN STOCK TRANSFER & Trust Company TRUST COMPANY, LLC SUBSTITUTE FORM W-9 Department of the Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number (SSN) OR Employer Identification Number (EIN) FORM W-9 Department of the Treasury Internal Revenue Service (IRS) Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines) Payer’s Request for Taxpayer Identification Number (TIN) and Certification Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number correct TIN (or I am waiting for a number TIN to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Part 4— Awaiting TIN Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Stock Transfer & Trust Company Company, LLC CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER TIN I certify, under penalties of perjury, that a taxpayer identification number TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number TIN to the appropriate Internal Revenue Service IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number TIN before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGERMERGER AGREEMENT. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder shareholder who tenders Converting Instruments one or more Certificates that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder shareholder must provide the Exchange Agent with such securityholdershareholder’s correct taxpayer identification number TIN and certify that such securityholder shareholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder shareholder is an individual, the taxpayer identification number TIN is the Social Security number SSN of such individual. If the Exchange Agent is not provided with the correct taxpayer identification numberTIN, the securityholder shareholder may be subject to a $50 penalty imposed by the Internal Revenue ServiceIRS. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number TIN if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments are Certificate(s) is (are) held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Certain securityholders shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such securityholder shareholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, or successor form. Such statements can be obtained from the Exchange Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments Certificate(s) to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the mergerMerger Agreement. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue ServiceIRS. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGERMERGER AGREEMENT. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers SSNs have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers EINs have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number Give the SSN of — For this type of account: IDENTIFICATION number Give the EIN of —

Appears in 1 contract

Samples: Merger Agreement

Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if surrendered Converting Instruments are Certificate(s) is (are) registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 8, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of TransmittalCertificates. All questions as to the validity, form and eligibility of any surrender of Converting Instruments Certificates will be determined by the Exchange Agent and Acquiror Pacific Premier and such determination shall be final and binding. Exchange Agent and Acquiror Pacific Premier reserve the right to waive any irregularities or defects in the surrender of any Converting InstrumentsCertificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. - THIS PAGE INTENTIONALLY LEFT BLANK - XXXXXThe Substitute Form W-9 BELOW must be completed and signed if you are a U.S. person (including a U.S. resident alien). PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. PAYER’S NAME: American Stock Transfer & Trust Company Company, LLC SUBSTITUTE FORM W-9 Department of the Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number FORM W-9 OR Employer Identification Number Department of the Treasury Internal Revenue Service Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed GuidelinesIRS) Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Transfer & Trust Company CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder who tenders Converting Instruments that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder must provide the Exchange Agent with such securityholder’s correct taxpayer identification number and certify that such securityholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the securityholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Certain securityholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such securityholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, or successor form. Such statements can be obtained from the Exchange Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number of — For this type of account: IDENTIFICATION number of —Number

Appears in 1 contract

Samples: Letter of Transmittal

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Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if surrendered Converting Instruments certificates are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 87, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of Transmittal. All questions as to the validity, form and eligibility of any surrender of Converting Instruments certificates will be determined by the Exchange Paying Agent and Acquiror Community & Southern and such determination shall be final and binding. Exchange Paying Agent and Acquiror Community & Southern reserve the right to waive any irregularities or defects in the surrender of any Converting Instrumentscertificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived. - THIS PAGE INTENTIONALLY LEFT BLANK - XXXXXPAYER’S NAME: American Stock Transfer & Trust Company Company, LLC SUBSTITUTE FORM W-9 Department of the Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer Identification Number Treasury Internal Revenue Service Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines) Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Stock Transfer & Trust Company Company, LLC CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder shareholder who tenders Converting Instruments Alliance stock certificates that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder shareholder must provide the Exchange Paying Agent with such securityholderShareholder’s correct taxpayer identification number and certify that such securityholder shareholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder shareholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Paying Agent is not provided with the correct taxpayer identification number, the securityholder shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments Alliance stock certificates are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Certain securityholders shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Paying Agent that a foreign individual qualifies as an exempt recipient, such securityholder shareholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, or successor form. Such statements can be obtained from the Exchange Paying Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments Alliance stock certificates to be deemed invalidly tendered, but may require the Exchange Paying Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number of — For this type of account: IDENTIFICATION number of —

Appears in 1 contract

Samples: us.astfinancial.com

Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if the surrendered Converting Instruments are Certificate(s) is (are) registered in the name of any person other than the person(s) signing the Letter of Election and Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 810, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of TransmittalCertificate(s). All questions as to the validity, form and eligibility of any surrender of Converting Instruments any Certificate(s) will be determined by the Exchange Agent and Acquiror Pacific Premier and such determination shall be final and binding. The Exchange Agent and Acquiror Pacific Premier reserve the right to waive any irregularities or defects in the surrender of any Converting InstrumentsCertificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. - THIS PAGE INTENTIONALLY LEFT BLANK - XXXXX’S NAME: American Transfer AMERICAN STOCK TRANSFER & Trust Company TRUST COMPANY, LLC SUBSTITUTE FORM W-9 Department of the Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number (SSN) OR Employer Identification Number (EIN) FORM W-9 Department of the Treasury Internal Revenue Service (IRS) Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines) Payer’s Request for Taxpayer Identification Number (TIN) and Certification Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number correct TIN (or I am waiting for a number TIN to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Part 4— Awaiting TIN Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Stock Transfer & Trust Company Company, LLC CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER TIN I certify, under penalties of perjury, that a taxpayer identification number TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number TIN to the appropriate Internal Revenue Service IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number TIN before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGERMERGER AGREEMENT. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder shareholder who tenders Converting Instruments one or more Certificates that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder shareholder must provide the Exchange Agent with such securityholdershareholder’s correct taxpayer identification number TIN and certify that such securityholder shareholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder shareholder is an individual, the taxpayer identification number TIN is the Social Security number SSN of such individual. If the Exchange Agent is not provided with the correct taxpayer identification numberTIN, the securityholder shareholder may be subject to a $50 penalty imposed by the Internal Revenue ServiceIRS. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number TIN if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments are Certificate(s) is (are) held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Certain securityholders shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such securityholder shareholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, or successor form. Such statements can be obtained from the Exchange Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments Certificate(s) to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the mergerMerger Agreement. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue ServiceIRS. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGERMERGER AGREEMENT. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 W- 9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers SSNs have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers EINs have nine digits separated by only one hyphen: i.e., 00-00- 0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number Give the SSN of — For this type of account: IDENTIFICATION number Give the EIN of —

Appears in 1 contract

Samples: cdn.cocodoc.com

Stock Transfer Taxes. If payment is to be made to any person other than the registered holder, or if the surrendered Converting Instruments are Certificate(s) is (are) registered in the name of any person other than the person(s) signing the Letter of Election and Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable as a result of the transfer to such person will be deducted from the payment for such securities if satisfactory evidence of the payment of such taxes, or exemption therefrom, is not submitted. Except as provided in this Instruction 810, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in the Letter of TransmittalCertificate(s). All questions as to the validity, form and eligibility of any surrender of Converting Instruments any Certificate(s) will be determined by the Exchange Agent and Acquiror Northwest Bancshares and such determination shall be final and binding. The Exchange Agent and Acquiror Northwest Bancshares reserve the right to waive any irregularities or defects in the surrender of any Converting InstrumentsCertificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. - THIS PAGE INTENTIONALLY LEFT BLANK - XXXXXPAYER’S NAME: American Stock Transfer & Trust Company Company, LLC SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service (IRS) Part 1 — 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number (SSN) OR Employer Identification Number Treasury Internal Revenue Service (EIN) Part 2 — 2—FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines) Payer’s Request for Taxpayer Identification Number (TIN) and Certification Part 3—Certification Under Penalties of Perjury, I certify that: Part 4— Awaiting TIN (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me), Xxxxx’s Request for Taxpayer Identification Number (TIN) and Certification (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien). Certification instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE DATE NAME ADDRESS CITY STATE ZIP CODE PAYER’S NAME: American Transfer & Trust Company CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before payment is made, a portion of such reportable payment will be withheld. Signature Date YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT TAX INFORMATION Under current U.S. federal income tax law, a securityholder who tenders Converting Instruments that are accepted for exchange may be subject to backup withholding. In order to avoid such backup withholding, the securityholder must provide the Exchange Agent with such securityholder’s correct taxpayer identification number and certify that such securityholder is not subject to such backup withholding by completing the Substitute Form W-9 provided herewith. In general, if a securityholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the securityholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Converting Instruments are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Certain securityholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such securityholder must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed Form W-8BEN, or successor form. Such statements can be obtained from the Exchange Agent. Failure to complete the Substitute Form W-9 will not, by itself, cause the Converting Instruments to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. Give the SOCIAL Give the EMPLOYER For this type of account: SECURITY number of — For this type of account: IDENTIFICATION number of —:

Appears in 1 contract

Samples: Merger Agreement

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