Search - 临汾市2天旅游行程

Company Sub 2 A Texas indirect wholly-owned subsidiary of Catamaran (and direct sub of Company Sub 1) which owes $2B to Luxco. Company Sub 3 Catamaran PBM of Illinois, Inc., an indirect wholly-owned subsidiary of Catamaran (and direct sub of Company Sub 2) owing $350M to Luxco. ... Plan of Arrangement Purchaser will subscribe for one common share of Catamaran for $61.50 in cash; Parent Sub will lend an amount to Company Sub 2 sufficient to fund the preferred share redemptions in 13 below; Company Sub 2 will repay all or part of a $275M note owing by it to Catamaran; A dividend or capital distribution will be made by Company Sub 2 to Company Sub 1; Company Sub 2 will repay all or part of the $2B owing by it to Luxco; Company Sub 2 will make a cash contribution to Company Sub 3; Company Sub 3 will repay all or part of the $350M owing by it to Luxco; Luxco will make a capital or dividend distribution to Catamaran; Company Sub 1 will make a capital or dividend distribution to Catamaran; each outstanding stock option, RSU award and PBRSU award granted prior to January 1, 2014 will be cancelled for the cash consideration; each of the common shares held by dissenting holders will be transferred to Purchaser in exchange for a right to be paid the fair value thereof; Catamaran will undertake a s. 86 reorganization of capital pursuant to which: (A) the authorized share capital of Catamaran will be amended to create two new classes of shares consisting of "class X common shares" carrying four votes per share and preferred shares which will be redeemable and retractable for a redemption price which will not exceed the paid-up capital of each common share immediately before the share exchange; and (B) each existing common share of Catamaran (other than any common shares owned by Purchaser) will be automatically exchanged for a newly created preferred share and one-half of a newly-created class X common share, with the stated capital of each preferred share being equal to the redemption consideration and the remainder of the paid-up capital of the common shares immediately before the share exchange being allocated to the stated capital of the class X common shares; each preferred share will be redeemed by Catamaran for a cash redemption price equal to the redemption consideration; each class X common share will be transferred to Purchaser for a cash purchase price equal to the product of (i) $61.50 minus the redemption consideration and (ii) two; each outstanding stock option, RSU award and (performance-based) PBRSU award granted on or after January 1, 2014 will be converted into a UnitedHealth Group share-based option, RSU or PBRSU, as the case may be; and Catamaran's employee share purchase plan will be terminated. ...

Option to reclassify into Series 2 Preferred Units The holders of Series 1 Preferred Units will have the right, at their option, to reclassify their Series 1 Preferred Units into Cumulative Class A Preferred Limited Partnership Units, Series 2 (the "Series 2 Preferred Units"), subject to certain conditions, on June 30, 2020 and on June 30 every five years thereafter. ... The Series 1 Preferred Units and the Series 2 Preferred Units do not have a fixed maturity date and are not redeemable at the option of the holders. ... " Reclassification Reclassification of the Series 1 Preferred Units inot Series 2 Preferred Units would be considered by CRA to be a disposition if there were a significant change in the holder's rights and obligations, including in the percentage of profits. ...

Holders of Series 1 Preferred Share shall have the right (subject to specified restrictions) to convert on each Series 1 Conversion Date their Series 1 Preferred Share into Series 2 Preferred Shares on a one-for-one basis. The Series 2 Preferred Shares will bear a floating quarterly dividend yield equal to the 90-day T-Bill rate (as reset at the beginning of each quarter) plus 5.29%. ... Conversion to Series 2 Preferred Shares The conversion of Series 1 Preferred Shares of a particular series into Series 1 Preferred Shares of a different series (including the conversion of Series 1 Preferred Shares into Series 2 Preferred Shares) will not generally constitute a disposition of property. ...

Interco 2 A private limited company incorporated in Ireland prior to the Effective Time of the Arrangement as a direct wholly-owned subsidiary of Interco. ... Each such CanCo 1 share will be contributed by New Endo to Interco, and Interco will in turn contribute those shares to Interco 2. ...

Characterization as 2 instruments The US tax disclosure indicates that GFL will take the position that each unit will be treated as consisting of two separate instruments for Code purposes – and that if the unit were instead treated as a single instrument, a US holder could be required to recognize the entire amount of each instalment payment on the amortizing notes, rather than merely the portion of such payment denominated as interest, as income. ...

REIT will make a capital distribution of units of REIT #2 to its unitholders in such numbers to meet the minimum requirements for REIT #2 to satisfy s. 132(6)(c). Pursuant to a s. 132.2 merger of REIT #2 into REIT, REIT #2 will transfer all its property (other than $1.00) to REIT in exchange for the assumption of any REIT #2 liabilities and the issuance of equivalent-value REIT units. To complete such merger, the units of REIT #2 (other than one unit held by REIT) will then be disposed of by their holders to REIT #2 in exchange for units of REIT, with REIT #2 directing REIT to deliver those units directly to the REIT #2 unitholders, and with the units of itself received by REIT being cancelled. ...

In order to eliminate the Direct Subtrusts, KEYreit and Plazacorp Operating Trust, the Direct Subtrusts will transfer their assets to Trust A (a new subtrust of Plazacorp) in reliance on the no-disposition rule in s. 248(1) – disposition, (f), and then there will be s. 107.4 transfers of assets by Trust A to KEYreit, and (following the 1st merger) by KEYreit to a further new subtrust of REIT (REIT #2), followed by a de minimis distribution of REIT #2's units by REIT to the REIT unitholders (in order to qualify REIT #2 as a mutual fund trust). REIT #2 then will be merged into REIT under s. 132.2. The same steps will then be repeated to first eliminate Plazacorp Operating Trust, then a subtrust of Plazacorp Operating Trust. ...