Certain Deliveries. The Company shall deliver to Parent, not more than 20 days prior to, but not later than, Sub's acceptance for payment of any Shares pursuant to the Offer, a statement in accordance with Treas. Reg. ss.sβ. β.1445-2(c)(3) and 1.897-2(h), and neither Parent nor Sub shall have actual knowledge that such statement is false or received a notice that the statement is false pursuant to Treas. Reg. ss. 1.1445-4. In addition, the Company shall deliver to Parent on the date Sub first accepts for payment any Shares pursuant to the Offer the notification to the Internal Revenue Service, in accordance with the requirements pursuant to Treas. Reg. ss. 1.897-(h)(2), of delivery of the statement referred to in the preceding sentence, signed by a responsible corporate officer of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Graphic Industries Inc), Merger Agreement (Wallace Computer Services Inc)