for appraisal by delivering to the surviving corporation a written withdrawal of
his or her demand for appraisal and acceptance of the Merger, except that (i)
any such attempt to withdraw made more than 60 days after the Effective Time
will require written approval of the surviving corporation and (ii) no appraisal
proceeding in the Delaware Court shall be dismissed as to any stockholder
without the approval of the Delaware Court, and such approval may be conditioned
upon such terms as the Delaware Court deems just.
Certain Federal Income Tax Considerations
The following is a discussion of the material federal income tax
consequences to Key and Key's stockholders of the Merger and the transactions
contemplated thereby. The tax treatment of a stockholder may vary depending upon
his particular situation, and certain stockholders (including insurance
companies, tax-exempt organizations, financial institutions or broker-dealers,
and persons who are neither citizens nor residents of the United States, or who
are foreign corporations, foreign partnerships or foreign estates or trusts as
to the United States) may be subject to special rules not discussed below.
EACH STOCKHOLDER OF KEY IS URGED TO CONSULT HIS, HER OR ITS TAX ADVISOR
AS TO THE PARTICULAR TAX CONSEQUENCES TO HIM, HER OR IT OF THE TRANSACTIONS
DESCRIBED HEREIN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR
FOREIGN TAX LAWS, AND OF CHANGES IN APPLICABLE TAX LAWS.
THIS DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES DOES NOT
APPLY TO STOCKHOLDERS OF WELLTECH, EACH OF WHOM IS URGED TO CONSULT HIS, HER OR
ITS OWN TAX ADVISOR AS TO THE TAX CONSEQUENCES OF THE MERGER.
Federal Income Tax Consequences of Certain Transactions
Consummation of the Merger and the transactions contemplated thereby
are conditioned upon the receipt by Key of a favorable opinion from Sullivan &
Worcester LLP its special tax counsel, with respect to the applicable following
(i) The Merger will qualify as a reorganization under Section
368 (a)(1)(A) .
(ii) A Key stockholder will not recognize any income, gain or
loss as a result of the Merger and his tax basis and holding period
will be the same following the Merger as they were preceding; and
(iii) Neither Key nor WellTech will recognize any income, gain
or loss as a result of the Merger.