EFTA01378058.pdf

Subordinated Loan Facility will contain events of default for non-payment, the occurrence of a change of control (which will include if IAC and certain permitted holders do not hold at least a majority of the aggregate voting power of all classes of our voting stock) and the occurrence of any event of default under the Credit Agreement or the New Indenture. Policies and procedures regarding related party transactions Prior to completion of this offering, our board of directors will adopt a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the Marketplace Rules concerning related party transactions. For purposes of this policy, consistent with the Marketplace Rules, the terms -related person' and 'transaction' will be determined by reference to Item 4O4(a) of Regulation S-K under the Securities Act, or Item 404. Our management will be required to determine whether any proposed transaction, arrangement or relationship with a related person falls within the definition of "transaction" set forth In Item 4O4, and if so, review such transaction with the Audit Committee. In connection with such determinations, our management and the Audit Committee will consider. (i) the parties to the transaction and the nature of their affiliation with us and the related person, (II) the dollar amount involved in the transaction, (id) the material terms of the transaction, Including whether the terms of the transaction are ordinary course and or otherwise negotiated at arm's length, (iv) whether the transaction m material, on a quantitative andror qualitative basis, to us andtr the related person and (v) any other facts and circumstances that our management or the Audit Committee deems appropriate. 148 Table of Content‘ Certain material United States federal income tax considerations for non-U.S. holders The following is a general discussion of material U.S. federal income tax considerations with respect to the ownership and disposition of our common stock applicable to non-U.S. holders who acquire such shares in this offering. This discussion is based on current provisions of the Code, U.S. Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect. For purposes of this discussion, the term "non-U.S. holder' means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, a partnership or any of the following: a citizen or individual resident of the United States; a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia; an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source: or a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes. If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding shares of our common stock should consult their tax advisors. This discussion assumes that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to a non-U.S. holder in light of that holders particular circumstances or that may be applicable to holders subject to special treatment under U.S. federal income tax law (including, for example. financial institutions, dealers in securities, traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, holders who acquired our common stock pursuant to the exercise of employee stock options or otherwise as compensation, entities or arrangements treated as partnerships for U.S. federal income tax purposes, holders liable for the alternative minimum tax, certain former citizens or former long-term residents of the United States, holders who hold our common stock as part of a hedge, straddle, constructive sale or conversion transaction, and holders who own or have owned (directly, indirectly or constructively) 5% or more of our common stock (by vote or value)). In addition, this discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax, nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2O10. or U.S. state, local or non-U.S. taxes. Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local. non-U.S. income and other tax considerations of acquiring, holding and disposing of shares of our common stock. 149 lablasiLContents. THIS SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK WE RECOMMEND THAT PROSPECTIVE HOLDERS OF OUR COMMON STOCK CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK Dividends In general, any distributions we make to a non-U.S. holder with respect to its shares of our common stock that constitute dividends for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 3O% of the gross amount (or a reduced rate prescribed by an applicable income tax treaty). unless his: vdv‘v., tec.gov An:lints eds.,' datel 575189710010,474691500111B,112226453"-Ishimi I t 9,-20139:21:17 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075218 CONFIDENTIAL SONY GM_00221402 EFTA01378058