Canadian Tax Treatment. The Company and the Purchaser intend that for Canadian federal income Tax purposes (and applicable provincial Tax purposes) the Merger will qualify as an amalgamation as defined in subsection 87(9) of the Tax Act.
Canadian Tax Treatment. The Parties agree that the consideration received or deemed to be received by the Canada Sellers in respect of the transfer of their Transferred Assets (other than the assumption or payment of any Non-U.S. Sale Transaction Taxes or other Assumed Liabilities and other than any cash retained by the Canada Sellers) will be treated (i) to the extent received by Paladin Labs Inc., as a distribution to Canada Holdco, first as a repayment of the principal amount of debt, second, to the extent of any excess, as a return of capital, third, to the extent of any excess, as a payment of accrued and unpaid interest on debt, and fourth, to the extent of any excess, as a demand non-interest-bearing loan, and (ii) from Canada Holdco to Xxxxx I, first as a repayment of the principal amount of debt and second, to the extent of any excess, as a return of capital. In addition, any cash that is not required to be retained by the Canadian Debtors to fund their expenses (excluding any contributions to any of the Trusts (as defined in the Chapter 11 Plan)) will be distributed as follows: (a) any such cash held by Paladin Labs Inc. will be distributed to Canada Holdco, first as a repayment of the principal amount of debt, second, to the extent of any excess, as a return of capital, third, to the extent of any excess, as a payment of accrued and unpaid interest on debt, and fourth, to the extent of any excess, as a demand non-interest bearing promissory note, and (b) any such cash held by Canada Holdco (or, if Paladin Labs Inc. and Canada Holdco are amalgamated prior to the Closing Date, held by the amalgamated corporation), including any cash distributed to it pursuant to clause (a) above, will be distributed to Xxxxx I first as a repayment of the principal amount of debt and second, as to any excess, as a return of capital. For greater certainty, the Canadian Debtors will not contribute any cash to the Trusts (as defined in the Chapter 11 Plan).
Canadian Tax Treatment. The Parties acknowledge and agree that the GOH Interests Sale and the Merger shall be treated for Canadian federal and applicable provincial/territorial income tax purposes as (i) a sale by Enbridge GOH Holdings, and purchase by DCP LLC, of all of the Enbridge GOH Interests, and (ii) a subsequent merger of GOH with and into DCP LLC, with GOH ceasing to exist and DCP LLC surviving. It is intended that the Merger will be treated for Canadian federal and applicable provincial/territorial income tax purposes as an absorptive merger as described in subsection 87(8.2) of the Canadian Income Tax Act (and any analogous provision of provincial/territorial law), and a “foreign merger” within the meaning of subsection 87(8.1) of the Canadian Income Tax Act (and any analogous provision of provincial/territorial law). For Canadian federal and applicable provincial/territorial income tax purposes, except as required by law, (i) the Parties shall and shall cause their Affiliates (including, for the avoidance of doubt, GOP and DCP) to file all Tax Returns in a manner consistent with the intended tax treatment set forth in this Section 8.4(b), and (ii) none of them shall (and each of them shall cause each of their Affiliates not to) take any action or position before any Government Entity or in any Proceeding that is inconsistent with such treatment.
Canadian Tax Treatment. Neither Shire nor Exchangeco shall take any action which could reasonably be expected to prevent the exchange by Canadian resident holders of BioChem Common Shares for Exchangeable Shares from being treated as a tax deferred transaction for purposes of the ITA to holders who are otherwise eligible for such treatment.
Canadian Tax Treatment. Neither BioChem nor any of its Subsidiaries shall take any action which could reasonably be expected to prevent the exchange by Canadian resident holders of BioChem Common Shares for Exchangeable Shares from being treated as a tax deferred transaction for purposes of the ITA to holders who are otherwise eligible for such treatment.
Canadian Tax Treatment. Gamora and PODA intend that for Canadian federal income Tax purposes (and applicable provincial Tax purposes) the exchange of PODA Shares for Consideration Shares will qualify as a tax deferred rollover pursuant to subsection 85.1(1) of the Tax Act.
Canadian Tax Treatment. An Eligible Holder shall be entitled to make a joint income tax election, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) with respect to the disposition of Company Common Shares under this Merger by providing two signed copies of the necessary joint election form(s) to an appointed representative, as directed by the Purchaser, within 60 days after the Effective Date, duly completed with the details of the Company Common Shares transferred and the applicable agreed amount for the purposes of such joint election(s). Purchaser shall, within 30 days after receiving the completed joint election form(s) from an Eligible Holder, and subject to such joint election form(s) being correct and complete and in compliance with requirements imposed under the Tax Act (or any analogous provision of provincial income tax law), sign and return such form(s) to such Eligible Holder for filing with the Canada Revenue Agency (or any applicable provincial taxation authority). Neither Purchaser, the Company nor any successor corporation shall be responsible for the proper completion and filing of any joint election form, and except for the obligation to sign and return the duly completed joint election form(s) which are received within 60 days of the Effective Date, for any taxes, interest or penalties arising as a result of the failure of an Eligible Holder to properly or timely complete and file such joint election form(s) in the form and manner prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Purchaser or any successor corporation may choose to sign and return a joint election form received by it more than 60 days following the Effective Date, but will have no obligation to do so.
