Search - consideration

Public shareholders will be offered cash or shares of SIRI for their Company shares, subject to proration based on a maximum share consideration. ... In the case of a Class B Share of the Company, the corresponding consideration will be (i) $1.50 in cash ("Class B Cash Consideration"); (ii) 0.299 of a SIRI Share; or (iii) 0.299 of an Exchangeable Share (collectively, the "Class B Share Consideration." ... Taxable exchange A transfer of Company Shares to the Purchaser for Cash Consideration or SIRI Shares will occur on a taxable basis. ...

Dissenting Units will be transferred to the REIT in consideration for debt claims against the REIT. Each Unit entitled to receive Cash Consideration will be redeemed by the REIT. ... The REIT will redeem all of the outstanding Units for consideration per outstanding Unit consisting solely of the Non-Cash Consideration. ...

Sale Transaction Under the Transactions, (i) the Purchaser will purchase the (a) the US Holdco Notes, (b) the Cdn Holdco Shares, and (c) the New Cdn Holdco Shares (the “Purchased Securities”) from the Trust and the Commercial Trust in the “Sale Transaction” described below, in consideration for a cash payment equal to the Total Consideration (being C$8.80 multiplied by the aggregate number of Units, deferred trust units and phantom trust units, and (ii) following the closing of the Sale Transaction, the Trust will, pursuant to the Winding-up Transaction (described below), redeem all of its issued and outstanding Units from Unitholders in consideration for the payment of the Per Unit Consideration of C$8.80 per Unit to Unitholders (other than Dissenting Unitholders) in cash, less any applicable withholdings. ... Efficient form of transactions The structure of the Transactions is intended to minimize certain tax inefficiencies that would otherwise have resulted from either a sale of Units or a sale of the US Holdco Shares, and thus maximize the Per Unit Consideration receivable by Unitholders. ... Holder will recognize gain or loss upon such redemption equal to the difference between the Per Unit Consideration receivable on the redemption of its Units (determined utilizing the US$/C$ spot rate on the date of the redemption) and the U.S Holder's adjusted tax basis in its Units (as described below). ...

Pre-closing transaction steps Prior to Closing: CP Acquisition LP will transfer the Veranda Property to Veranda Property LLC in consideration for the assumption by Veranda Property LLC of the Veranda Property liabilities and additional membership interests in Veranda Property LLC; and Investment LP also will transfer the Holding LP Interest to Intermediate LP in consideration for additional limited partnership interests in Intermediate LP; Closing steps Intermediate LP will transfer to the Purchaser the limited partner interest in Holding LP Interest (the “Holding LP Interest”) for cash consideration equal to the Fund value minus the less the CP sale proceeds described below and the carried interest entitlement of the GP of Holding LP; CP Holding LP will transfer 50% of the membership interest in CP Acquisition GP LLC to the U.S. REIT Subsidiary for cash consideration of U.S.$39K; and CP Holding LP will transfer the limited partner interest in CP Acquisition LP (the “CP Acquisition LP Interest”) to the U.S. REIT Subsidiary for cash consideration of U.S.$7.8M; and simultaneously, the Purchaser will cause CP Acquisition GP LLC to distribute its GP interest in CP Acquisition LP to the U.S. ...

Canadian tax considerations A resident holder holding its Veren shares as capital property will, pursuant to s. 85.1, not recognize a capital gain or capital loss on the exchange unless such resident holder chooses to recognize all, but not a portion, of the capital gain or capital loss on the exchange. ... U.S. tax considerations Veren and Whitecap intend to treat the combination as a reorganization for purposes of s. 368(a) of the Internal Revenue Code. ...

On the Merger, Waste Connections stockholders will receive newly issued Progressive common shares as consideration under the Merger at an exchange ratio of 2.076843 Progressive common shares for every one common share of Waste Connections common stock, so that Progressive and Waste Connections stockholders will hold approximately 30% and 70%, respectively, of post-Merger Progressive common shares. ... U.S. tax considerations Code s. 7874 opinions The obligation to effect the Merger is conditional upon Progressive's and Waste Connections' receipt of Code s. 7874 opinions from Weil, Gotshal & Manges LLP and Locke Lord LLP, respectively, dated as of the closing date and subject to certain qualifications and limitations, to the effect that s. 7874 and the Treasury Regulations promulgated thereunder should not apply in such a manner so as to cause Progressive to be treated as a U.S. corporation for U.S. federal income tax purposes from and after the closing date of the Merger. ... Canadian tax considerations Consolidation Subject to the treatment of fractional shares, the Consolidation will result in all of the Progressive common shares being replaced by a lesser number of Progressive common shares in the same proportion for all Progressive shareholders, in circumstances where there is no change in the total capital represented by the issue, there is no change in the interest, rights or privileges of the shareholders and there are no concurrent changes in the capital structure of Progressive. ...

US tax considerations S. 7874 inversion rules Rules under code s. 7874 could cause Telesat Corporation or Telesat Partnership to be taxed as a U.S. corporation for U.S. federal income tax purposes (i) Telesat Corporation or Telesat Partnership acquired substantially all of the stock or assets of Loral (the “Acquisition Requirement”), (ii) following the acquisition, former shareholders of Loral own at least 80% of Telesat Corporation or Telesat Partnership by reason of their ownership of stock of Loral (the “80% Ownership Test”), (iii) the level of business activities conducted by Telesat Corporation or Telesat Partnership and its affiliates in Canada did not satisfy a certain minimum threshold level of activity (“Substantial Business Activities”), and (iv) in the case of Telesat Partnership, it is treated as a publicly traded partnership. ... Canadian tax considerations Merger The Merger will not be a “foreign merger” for the purposes of the Tax Act. ...

Consideration Holders of Tahoe Shares may elect to receive in exchange for each Tahoe Share held, either US$3.40 in cash (the “Cash Consideration”) or 0.2403 of a common share (each whole common share, a “Pan American Share”) in the capital of Pan American (the “Share Consideration”), subject in each case to proration based on a maximum cash consideration of US$275 million and a maximum of 56,074,675 Pan American Shares to be issued. ... The total consideration including CVRs has an implied value of US$4.10 per Tahoe Share. ... Each Tahoe Shareholder (other than Pan American) will transfer to Pan American each whole Tahoe Share held in exchange for one CVR and (a) in the case of a Tahoe Share for which the Tahoe Shareholder elects to receive Cash Consideration, the Cash Consideration, or (b) in the case of a Tahoe Share for which the Tahoe Shareholder elects or is deemed to have elected to receive Share Consideration, the Share Consideration. ...

A Resident Holder will not realize any capital gain (or capital loss) as a result of the exchange of their Brio Shares or Brio Warrants for Leagold Shares or Consideration Warrants under the amalgamation. Exercise of Consideration Warrant No gain or loss will be realized by a Resident Holder upon the exercise of a Consideration Warrant to acquire a Leagold Share. When a Consideration Warrant is exercised, the Resident Holder's cost of the Leagold Share acquired thereby will be equal to the aggregate of the Resident Holder's adjusted cost base of such Consideration Warrant and the exercise price paid for the Leagold Share. ...

This is being accomplished by a portion of the cash consideration for the public’s shares of Polycom being paid in cash (with much of the cash coming from Polycom itself.) ... The merger agreement provides for the issuance, on the merger, of shares by Polycom to Mitel (or Merger Sub’s immediate Delaware parent) in consideration for Mitel's payment of the aggregate consideration to the Polycom shareholders. ... The surviving corporation (Polycom) will issue 100,000 common to Merger Sub Parent or Parent in consideration for the Merger Consideration. ...