SECTION 3. TRANSACTIONS TO

WHICH THIS REVENUE PROCEDURE APPLIES

Taxpayers may apply this revenue procedure to transactions that meet the requirements of either section 3.01 or 3.02 of this revenue procedure.

.01 A taxpayer may rely on this revenue procedure if the Signing Date Rule applies to the transaction and the requirements in paragraphs (1), (2), (3), (4), and (5) of this section 3.01 are satisfied:

(1) The shareholders of Target receive Issuing Corporation stock, and either money or other property or both, in exchange for their Target stock in a transaction that, apart from the COI requirement, would qualify as a reorganization described in § 368(a)(1)(A), (B), or (C), or as a reorganization described in § 368(a) (1)(G) to which § 354, or so much of § 356 as relates to § 354, applies.

(2) Shares of one or more classes of Issuing Corporation stock that are exchanged for the Target shareholders’ stock are traded on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) with the Securities and Exchange Commission (Exchange Traded Stock).

(3) All parties to the potential reorganization, as defined in § 368(b), treat the transaction in a consistent manner ( i.e., as either qualifying or not qualifying as a reorganization).

(4) The transaction is effected pursuant to a binding contract that evidences the parties’ agreement as to the following terms:

(a) The contract specifies— (i) The Safe Harbor Valuation Method and an appropriate Measuring Period, each described in section 4 of this revenue

procedure, that will be used to determine the value of each class of Exchange Traded Stock to be received by the Target shareholders.

(ii) The national securities exchange and the authoritative reporting source that will be used to determine the trading prices of each class of Exchange Traded Stock throughout the Measuring Period. The national securities exchange that will be used (specified exchange) must meet the requirements of paragraph (2) of this section 3.01. If a class of Exchange Traded Stock trades on more than one national securities exchange, the contract must specify the single exchange that will be used to value that class of Exchange Traded Stock.

(b) Pursuant to the contract, the parties will utilize the value of each class of Exchange Traded Stock determined under the selected Safe Harbor Valuation Method and Measuring Period in determining the number of shares of each class of Issuing Corporation stock, the amount of money, and any other property (identified by specific value or by specific description) to be exchanged for all of the Target stock, or to be exchanged for each share of Target stock.

(5) The contract terms described in paragraph (4) of this section 3.01 are fulfilled at the Closing Date, in all material respects.

.02 Taxpayers may rely on this revenue procedure if the Closing Date Rule applies to the transaction and the requirements in paragraphs (1), (2), and (3) of this section 3.02 are satisfied: (1) The requirements in paragraphs (1), (2), and (3) of section 3.01 of this revenue procedure are satisfied.

(2) The transaction is effected pursuant to a contract that is binding on the parties no later than the beginning of the first trading day of the Measuring Period (as defined in section 4.02 of this revenue procedure) selected by the parties, and evidences the parties’ agreement as to the matters set forth in paragraph (4) of section 3.01 of this revenue procedure.

(3) The contract items described in paragraph (2) of this section 3.02 are fulfilled at the Closing Date, in all material respects.