Foreign Shareholders. Taxation of a shareholder who under United States law is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership depends on whether the shareholder's income from the Fund is effectively connected with a U.S. trade or business carried on by such shareholder. If the income from the Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, ordinary income dividends paid to such foreign shareholder will be subject to U.S. withholding tax. The rate of the tax depends on a number of factors. If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, and any gains realized upon the sale of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations. In the case of a foreign non-corporate shareholder, the Fund may be required to withhold U.S. federal income tax at a rate of 31% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless the shareholder furnishes the Fund with proper notification of their foreign status. The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund, including the applicability of foreign taxes. Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to reinvest all dividends and/or capital gains distributions in shares of the same class of any of the other Xxxxxxxxxxx funds listed above. Reinvestment will be made without sales charge at the net asset value per share in effect at the close of business on the payable date of the dividend or distribution. To elect this option, the shareholder must notify the Transfer Agent in writing and must have an existing account in the fund selected for reinvestment. Otherwise the shareholder first must obtain a prospectus for that fund and an application from the Distributor to establish an account. Dividends and/or distributions from shares of certain other Xxxxxxxxxxx funds (other than Xxxxxxxxxxx Cash Reserves) may be invested in shares of this Fund on the same basis. Additional Information About the Fund The Distributor. Th...
Foreign Shareholders. The Subscription Agent shall not mail Rights Certificates to holders of Shares whose addresses are outside the United States, Mexico and the province of Ontario, Canada. The Subscription Agent shall hold such Rights Certificates for the account of such holders and upon notice from such holders shall sell the Rights, if feasible, on their behalf. If no instructions have been received prior to 10:00 a.m., Eastern Standard Time, on the fifth business day immediately preceding the Expiration Date, the Subscription Agent shall sell such Rights, if feasible, and shall remit the net proceeds, if any, to such holders promptly following the Expiration Date. If such Rights can be sold, sales of such Rights will be deemed to have been effected at the weighted-average price received by the Subscription Agent for the sale of all Rights sold by the Subscription Agent on that day pursuant to this Section 11, less any applicable brokerage commissions, taxes and other expenses, provided that Homestead shall pay the fees of the Subscription Agent in respect of such sales. In connection therewith, the Subscription Agent agrees that it (a) is acting solely on behalf and for the benefit of such holders who wish to sell their Rights and not as agent, or on behalf, of Homestead, (b) shall not accept any instructions from Homestead with respect to the timing of such sales, (c) shall effect all such sales in accordance with applicable law and (d) shall not effect any such sales in a manner that would cause a material adverse change in the market for the Rights.
Foreign Shareholders. Each Shareholder hereby represents that he, she or it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the transactions contemplated by this Agreement, including (a) the legal requirements within its jurisdiction for the acquisition of the Consideration Shares, (b) any foreign exchange restrictions applicable to such acquisition, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Consideration Shares or Contribution Shares, as applicable. Such Shareholder’s exchange for, and continued beneficial ownership of, the Consideration Shares will not violate any applicable securities or other laws of such Shareholder’s jurisdiction.
Foreign Shareholders. For practical reasons and in order to avoid any violation of the securities legislation applicable in countries other than Singapore, the Rights cum Warrants Issue is only made in Singapore and the Rights Shares with Warrants will NOT be offered to Shareholders with registered addresses outside Singapore as at the Books Closure Date and who have not, at least three (3) market days prior to the Books Closure Date, provided CDP or the Share Registrar, as the case may be, with addresses in Singapore for the service of notices and documents (the “Foreign Shareholders”). The Offer Information Statement to be issued by the Company for the Rights cum Warrants Issue (the “Offer Information Statement”) and its accompanying documents will not be mailed outside Singapore. Accordingly, no provisional allotments of the Rights Shares with Warrants will be made to Foreign Shareholders and no purported acceptance thereof or application will be valid. Entitlements to Rights Shares with Warrants which would otherwise accrue to Foreign Shareholders will, if practicable, be sold “nil-paid” on the SGX-ST as soon as practicable after dealings in the provisional allotments of Rights Shares with Warrants commence. Such sales may, however, only be effected if the Company, in its absolute discretion, determines that a premium can be obtained from such sales, after taking into account the expenses expected to be incurred. The net proceeds from all such sales (after deducting any applicable brokerage, commissions and expenses, including goods and services tax), will be aggregated and thereafter distributed to the Foreign Shareholders in proportion to their respective shareholdings or, as the case may be, the number of Shares entered against their names in the Depository Register as at the Books Closure Date and sent to them at their own risk by ordinary post, provided that where the amount of net proceeds to be distributed to any single Foreign Shareholder is less than S$10.00, the Company shall be entitled to retain or deal with such net proceeds as the Directors may, in their absolute discretion, deem fit and no Foreign Shareholder shall have any claim whatsoever against the Company, the Manager, the Share Registrar, CDP or their respective officers in connection therewith. Where such provisional allotments of Rights Shares with Warrants are sold “nil-paid” on the SGX-ST, they will be sold at such price or prices as the Company may, in its absolute discretion, decide and no Foreign...
Foreign Shareholders. (a) A Holder of Warrants that requests that the Warrant Shares be issued in the name of a natural person who is not a citizen of Thailand or is a company the majority of whose share capital is owned by Persons who are not citizens of Thailand or is any other legal or natural person not entitled under prevailing Thai laws and regulations to acquire Ordinary Shares on the same basis as natural persons who are citizens of Thailand (together, "non-Thai persons") may, but need not, also designate a Person who is not a non-Thai person (the "Designated Purchaser") to whom some or all of the Holder's entitlement to Warrant Shares can be transferred (for such consideration as may be agreed between the transferor and the Designated Purchaser) and to whom the relevant Warrant Shares may be issued in the circumstances set out below.
(b) The Company shall issue Warrant Shares issuable on exercise of a Warrant in the name of the Designated Purchaser except to the extent that as a result of such issuance more than 49 percent of the outstanding Ordinary Shares (or such other percentage of outstanding Ordinary Shares as the Company is from time to time permitted pursuant to Thai law to register in the name of non-Thai persons and whether higher or lower (such applicable percentage, the "Foreign Ownership Percentage")) would be held by non-Thai persons, in which event the Company shall issue the excess Warrant Shares in the name of the Designated Purchaser or, if no such Designated Purchaser is so designated, shall pay the Cash Amount (as defined below).
(c) If the Company is unable (or reasonably believes that it is unable, in accordance with the conditions set forth in paragraph (b)) to issue or deliver any of the Warrant Shares issuable upon exercise of any Warrant and (unless a Designated Purchaser has been registered in the name of a non-Thai person in accordance with such conditions), it shall issue such Warrant Shares as it is so able to issue and register and shall, no later than the 45th Business Day after the relevant Exercise Date, pay to the relevant Holder of Warrants an amount (the "Cash Amount") equal to (i) the aggregate Market Price (as hereinafter defined) of the number of remaining Warrant Shares to which the holder of Warrants would have been entitled on the second trading day preceding the Exercise Date (converted into U.S. Dollars at the middle rate quoted by the Bank of Thailand for the purchase of U.S. Dollars with Baht on such date) less (ii) the pe...
Foreign Shareholders. Con Xxxxxx will withhold United States federal income tax at a rate of 30% from gross proceeds paid pursuant to the Offer to foreign shareholders, unless Con Xxxxxx determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business by the foreign shareholder within the United States. In order to claim an exemption from withholding on the ground that gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business by a foreign shareholder within the United States, the shareholder must deliver to the Depositary a properly executed Internal Revenue Service Form 4224. A foreign shareholder may be eligible to file for a refund of such tax or a portion of such tax if such shareholder (i) meets the "complete redemption" or "not essentially equivalent to a dividend" tests described above, (ii) is entitled to a reduced rate of withholding pursuant to a treaty and Con Edison withheld at a higher rate, or (iii) is otherwise able to establish that no tax or a reduced amount of tax was due.
Foreign Shareholders. Generally, the Depositary will withhold United States federal income tax at a rate of 30% from the gross proceeds paid pursuant to the Offer to a foreign shareholder (as defined in Section 3) or his agent, unless the Depositary determines that an exemption from, or a reduced rate of, withholding tax is available pursuant to a tax treaty or that an exemption from withholding otherwise applies. See Section 3 for a discussion of the applicable U.S. withholding rules and the potential for being subject to reduced withholding and for obtaining a refund of all or a portion of any tax withheld.
Foreign Shareholders. For practical reasons and in order to avoid any violation of the relevant legislation applicable in countries other than in Singapore, the Warrants will NOT be offered or credited or allotted (as the case may be) to Shareholders with registered addresses outside Singapore as at the Books Closure Date and who have not, at least three (3) market days prior thereto, provided to the Company or CDP, as the case may be, addresses in Singapore for the service of notices and documents (“Foreign Shareholders”). The Warrants which would otherwise be allotted to Foreign Shareholders will, if practicable, be sold on the Mainboard and the net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Foreign Shareholders in proportion to the respective shareholdings or, as the case may be, the number of Shares entered against their names in the Depository Register or the Register of Members (as the case may be) as at the Books Closure Date and sent to them at their own risk by ordinary post. If the amount of net proceeds distributable to any single Foreign Shareholder is less than S$10.00, such amount will be retained for the sole benefit of the Company or otherwise dealt with as the Directors may, in their absolute discretion, deem fit and no Foreign Shareholders shall have any claim whatsoever against the Company or CDP or the Directors or share registrar of the SGX-ST and their respective officers in respect of such sales or the proceeds thereof, of such entitlements to the Warrants.
Foreign Shareholders. Any foreigner who upon the incorporation of the corporation or at any time thereafter acquires an equity interest or participation in the corporation shall thereby be considered a Mexican (National of the United Mexican States) as regards such interest or participation and it shall be understood that such foreigner agrees not to invoke the protection of his government under penalty in case of failure to comply with this agreement, of the forfeit of such interest or participation to the Mexican Nation.
Foreign Shareholders. 3.1 The Company shall procure that Application Forms are not sent to Prohibited Shareholders. Copies of the Circular and Proxy Form will however be posted to Prohibited Shareholders, for information only.
3.2 The Company undertakes to the Sponsor that neither it, its affiliates nor any person acting on its instructions has engaged or will (i) engage in any directed selling efforts in the United States (for the purposes of the foregoing, "directed selling efforts" and "United States" shall have the meanings ascribed to them in Regulation S under the US Securities Act of 1933) nor (ii) engage in any activities in any jurisdiction outside the United Kingdom in respect of the New Ordinary Shares (or any of them) which, in either case, would result in a breach of applicable securities laws or regulations in those jurisdictions or result in the Sponsor incurring any liability in connection therewith.
