Certain Income Tax Considerations Sample Clauses

Certain Income Tax Considerations. The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered thereunder, and may also include a discussion of certain United States federal income tax consequences to the extent applicable.

Certain Income Tax Considerations. CANADA CC The following is a general summary, prepared by Dona▇▇▇ ▇▇▇▇▇ & ▇oun▇ ▇▇▇ and Ernst & Young LLP, of the principal Canadian federal income tax considerations with respect to the proposed Amalgamation. This summary is generally applicable to shareholders who at all relevant times deal at arm's length with the Amalgamating Corporations, who hold CSA Shares and/or Goldcorp Shares and will hold their New Goldcorp Common Shares as capital property and, in the case of shareholders who are not resident in Canada, who do not, and will not hold or use, and are not, and will not be, deemed to hold or use their CSA Shares and/or Goldcorp Shares in connection with a business carried on in Canada, all for the purposes of the Income Tax Act (Canada) (the "Act"). Further, special rules that are not discussed in this summary may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere. CSA Shares or Goldcorp Shares will generally be considered to be capital property to a holder unless the holder holds them in the course of carrying on a business of buying and selling such securities, or as "mark-▇▇-market"

Certain Income Tax Considerations. The applicable prospectus supplement will describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition of any Securities offered thereunder by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code). The applicable prospectus supplement will also describe certain Canadian federal income tax consequences to an investor of acquiring any Securities offered thereunder, including, for investors who are non-residents of Canada, whether the payment of dividends or distributions, if any, on the Securities will be subject to Canadian non-resident withholding tax. We may offer and sell Securities to or through underwriters or dealers and also may sell Securities directly to purchasers or through agents. The Securities may be offered and sold in the United States and elsewhere where permitted by law. The distribution of Securities may be effected from time to time in one or more transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the time of sale; or • at prices related to such prevailing market prices to be negotiated with purchasers. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution and which may include sales of our common shares in transactions that are deemed to be "at-the-market" distributions, including sales made directly on the TSX and the Nasdaq or other existing trading markets for our common shares, and as may be set forth in an accompanying prospectus supplement. If Securities are offered on a non-fixed price basis, the underwriters', dealers' or agents' compensation will be increased or decreased by the amount by which the aggregate price paid for Securities by the purchasers exceeds or is less than the gross proceeds paid to us by the underwriters, dealers or agents. Subject to any applicable securities legislation, and other than in relation to an "at-the-market" distribution, in connection with any offering of Securities, the underwriters, dealers or agents may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level above that which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time...

Certain Income Tax Considerations. The applicable prospectus supplement will describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition of any Securities offered thereunder by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code). The applicable prospectus supplement will also describe certain Canadian federal income tax consequences to an investor of acquiring any Securities offered thereunder, including, for investors who are non-residents of Canada, whether the payment of dividends or distributions, if any, on the Securities will be subject to Canadian non-resident withholding tax.

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Certain Income Tax Considerations. CANADA In general, a holder of CSA Shares or Goldcorp Shares to whom such shares constitute capital property who exchanges such shares pursuant to the Arrangement for New Goldcorp Common Shares will not realize any gain or loss by reason of such an exchange. The cost to such shareholder of New Goldcorp Common Shares will be equal to the adjusted cost base to such shareholder of the CSA Shares or the Goldcorp Shares, as the case may be, which are exchanged thereof. Shareholders should consult their own tax advisors for advice with respect to the Canadian tax consequences to them in respect of the Arrangement. See "Certain Income Tax Considerations -- Canada". UNITED STATES IN GENERAL, IF A U.S. HOLDER OF CSA SHARES HAS NOT MADE AN ELECTION TO EITHER TREAT CSA AS A QUALIFIED ELECTING FUND UNDER SECTION 1295 OF THE CODE OR TO MARK ▇▇ MARKET ITS CSA SHARES UNDER SECTION 1296 OF THE CODE FROM THE FIRST YEAR DURING WHICH SUCH U.S. HOLDER OWNED CSA SHARES AND CSA WAS A "PASSIVE FOREIGN INVESTMENT COMPANY" WITHIN THE MEANING OF SECTION 1297 OF THE CODE, ALTHOUGH THE ISSUE IS NOT FREE FROM DOUBT, SUCH HOLDER SHOULD RECOGNIZE ANY GAIN (BUT NOT LOSS) REALIZED UPON THE RECEIPT OF NEW GOLDCORP COMMON SHARES IN EXCHANGE FOR CSA SHARES. THE AMOUNT OF THE GAIN (IF ANY) RECOGNIZED BY A U.S. HOLDER WILL EQUAL THE EXCESS OF THE FAIR MARKET VALUE OF THE NEW GOLDCORP COMMON SHARES RECEIVED OVER THE HOLDER'S TAX BASIS IN THE CSA SHARES SURRENDERED IN EXCHANGE THEREFOR. THE GAIN (IF ANY) WILL BE RECOGNIZED EVEN THOUGH THE U.S. HOLDER OF CSA SHARES DOES NOT DISSENT AND DOES NOT RECEIVE ANY CASH PROCEEDS TO PAY ANY TAXES THAT MAY BE DUE AS A RESULT OF RECOGNIZING SUCH GAIN. In general, a U.S. Holder who exchanges all of its Goldcorp Shares in the Arrangement for New Goldcorp Common Shares should not recognize gain or loss upon such exchange, except that a U.S. Holder who receives cash proceeds in lieu of a fractional New Goldcorp Common Share generally will recognize gain or loss equal to the difference between the amount of such proceeds and the tax basis allocated to the fractional share interest. U.S. Holders of CSA Shares and U.S. Holders of Goldcorp Shares, along with any other United States persons who are shareholders of the Amalgamating Corporations or who hold Goldcorp Warrants, are urged to consult with their tax advisor regarding the U.S. tax consequences of the Arrangement and Amalgamation, including the effects of federal, state, local, foreign and other tax laws. See...

Certain Income Tax Considerations. The applicable prospectus supplement will also describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition of Securities by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code), if applicable, including, to the extent applicable, any such consequences relating to Securities payable in a currency other than the U.S. dollar, issued at an original issue discount for U.S. federal income tax purposes or containing early redemption provisions or other special terms.