Common use of Income Tax Elections Clause in Contracts

Income Tax Elections. Meta Shareholders who are Eligible Holders who are entitled to receive Exchangeable Shares under the Arrangement shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA or, if the person is a partnership, subsection 85(2) of the ITA (and in each case, where applicable, the analogous provisions of provincial income tax Law) with respect to the transfer of their Meta Shares to Canco by providing the Tax Election Package to the Depositary within 90 days following the Effective Date, duly completed with the details of the number of Meta Shares transferred and the applicable agreed amounts (which cannot be less than the fair market value of the Ancillary Rights at the Exchange Time). Thereafter, subject to the Tax Election Package being correct and complete and complying with the provisions of the ITA (or applicable provincial income or corporate tax Law), the relevant forms will be signed by Canco and returned to such persons within 90 days after the receipt thereof by the Depositary for filing with the CRA (or the applicable provincial taxing Agency). Canco will not be responsible for the proper or accurate completion of the Tax Election Package or to check or verify the content of any election form and, except for Canco’s obligation to return duly completed Tax Election Packages which are received by the Depositary within 90 days of the Effective Date, within 90 days after the receipt thereof by the Depositary, Canco will not be responsible for any taxes, interest or penalties or any other costs or damages resulting from the failure by a Meta Shareholder to properly and accurately complete or file the necessary election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation). In its sole discretion, Canco may choose to sign and return Tax Election Packages received more than 90 days following the Effective Date, but Canco will have no obligation to do so.

Income Tax Elections. Meta IRC Shareholders who are Eligible Holders who are entitled to receive Exchangeable Shares under the Arrangement shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA or, if the person is a partnership, subsection 85(2) of the ITA (and in each case, where applicable, the analogous provisions of provincial income tax Law) with respect to the transfer of their Meta IRC Shares to Canco by providing the Tax Election Package to the Depositary within 90 days following the Effective Date, duly completed with the details of the number of Meta IRC Shares transferred and the applicable agreed amounts (which cannot be less than the fair market value of the Ancillary Rights at the Exchange Time). Thereafter, subject to the Tax Election Package being correct and complete and complying with the provisions of the ITA (or applicable provincial income or corporate tax Law), the relevant forms will be signed by Canco and returned to such persons within 90 days after the receipt thereof by the Depositary for filing with the CRA (or the applicable provincial taxing Agency). Canco will not be responsible for the proper or accurate completion of the Tax Election Package or to check or verify the content of any election form and, except for Canco’s obligation to return duly completed Tax Election Packages which are received by the Depositary within 90 days of the Effective Date, within 90 days after the receipt thereof by the Depositary, Canco will not be responsible for any taxes, interest or penalties or any other costs or damages resulting from the failure by a Meta an IRC Shareholder to properly and accurately complete or file the necessary election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation). In its sole discretion, Canco may choose to sign and return Tax Election Packages received more than 90 days following the Effective Date, but Canco will have no obligation to do so.

Income Tax Elections. Meta (a) SRx Shareholders who are Eligible Holders who are entitled to receive Exchangeable Shares Share Consideration under the Arrangement shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA Tax Act or, if the person an SRx Shareholder is a partnership, subsection 85(2) of the ITA Tax Act (and in each case, where applicable, the analogous provisions of provincial or territorial income tax Law) with respect to the transfer of their Meta SRx Shares to Canco Acquireco by providing the Tax Election Package to the Depositary within 90 days following the Effective Date, duly completed with the details of the number of Meta Acquireco Shares transferred and the applicable agreed amounts (which cannot be less than the fair market value of the Ancillary Rights at the Exchange Time). Thereafter, subject to the Tax Election Package being correct and complete and complying with the provisions of the ITA (or applicable provincial income or corporate tax Law)duly completed, the relevant forms will be signed by Canco Acquireco and returned to such persons within 90 150 days after the receipt thereof by the Depositary Effective Date for filing with the CRA (or the applicable provincial taxing Agencyagency). Canco Acquireco will not be responsible for the proper or accurate completion of the Tax Election Package or to check or verify the content of any election form and, except for CancoAcquireco’s obligation to return duly completed Tax Election Packages which are received by the Depositary within 90 days of the Effective Date, within 90 150 days after the receipt thereof by the DepositaryEffective Date, Canco Acquireco will not be responsible for any taxes, interest or penalties or any other costs or damages resulting from the failure by a Meta an SRx Shareholder to properly and accurately complete or file the necessary election forms in the form and manner and within the time prescribed by the ITA Tax Act (or any applicable provincial or territorial legislation). In its sole discretion, Canco Acquireco may choose to sign and return Tax Election Packages received more than 90 days following the Effective Date, but Canco Acquireco will have no obligation to do so. (b) Upon receipt of the Letter of Transmittal and Election Form in which an Eligible Holder has indicated that the Eligible Holder intends to make an income tax election pursuant to subsection 85(1) of the Tax Act or, if the person is a partnership, subsection 85(2) of the Tax Act (and in each case, where applicable, the analogous provisions of provincial or territorial income tax Law), Acquireco will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax elections forms (including the Quebec election forms, if applicable) to the Eligible Holder.

Income Tax Elections. Meta The Purchaser will deliver to Shareholders who are Eligible Holders who are entitled to receive Exchangeable Shares under the Arrangement Acquisition the Tax Election Package shortly after the completion of the Acquisition. Shareholders who are Eligible Holders who receive Exchangeable Shares under the Acquisition shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA Tax Act or, if the person is a partnership, subsection 85(2) of the ITA Tax Act (and in each case, where applicable, the analogous provisions of provincial income tax LawLaws) with respect to the transfer of their Meta Eligible Shares to Canco the Purchaser by providing the Tax Election Package to the Depositary Purchaser within 90 days following such Shareholder’s receipt of the Effective DateTax Election Package, duly completed with the details of the number of Meta Eligible Shares transferred and the applicable agreed amounts (which cannot be less than the fair market value of the Ancillary Rights at the Exchange Effective Time). Thereafter, subject to the Tax Election Package being correct and complete and complying with the provisions of the ITA Tax Act (or applicable provincial income or corporate tax LawLaws), the relevant forms will be signed by Canco the Purchaser and returned to such persons within 90 days after the receipt thereof by the Depositary Purchaser for filing with the CRA Canada Revenue Agency (or the applicable provincial taxing Agencyagency). Canco The Purchaser will not be responsible for the proper or accurate completion of the Tax Election Package or to check for checking or verify verifying the content of any election form and, except for Cancothe Purchaser’s obligation to return duly completed Tax Election Packages which are received by the Depositary Purchaser within 90 days of the Effective Date, Date within 90 days after the receipt thereof by the DepositaryPurchaser, Canco the Purchaser will not be responsible for any taxes, interest or penalties or any other costs or damages resulting from the failure by a Meta Shareholder to properly and accurately complete or file the necessary election forms in the form and manner and within the time prescribed by the ITA Tax Act (or any applicable provincial legislation). In its sole discretion, Canco the Purchaser may choose to sign and return Tax Election Packages received more than 90 days following the Effective Date, Date but Canco will have no obligation to do so.

Income Tax Elections. Meta IRC Shareholders who are Eligible Holders who are entitled to receive Exchangeable Shares under the Arrangement shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA or, if the person is a partnership, subsection 85(2) of the ITA (and in each case, where applicable, the analogous provisions of provincial income tax Law) with respect to the transfer of their Meta IRC Shares to Canco by providing the Tax Election Package to the Depositary within 39 Table of Contents 90 days following the Effective Date, duly completed with the details of the number of Meta IRC Shares transferred and the applicable agreed amounts (which cannot be less than the fair market value of the Ancillary Rights at the Exchange Time). Thereafter, subject to the Tax Election Package being correct and complete and complying with the provisions of the ITA (or applicable provincial income or corporate tax Law), the relevant forms will be signed by Canco and returned to such persons within 90 days after the receipt thereof by the Depositary for filing with the CRA (or the applicable provincial taxing Agency). Canco will not be responsible for the proper or accurate completion of the Tax Election Package or to check or verify the content of any election form and, except for Canco’s obligation to return duly completed Tax Election Packages which are received by the Depositary within 90 days of the Effective Date, within 90 days after the receipt thereof by the Depositary, Canco will not be responsible for any taxes, interest or penalties or any other costs or damages resulting from the failure by a Meta an IRC Shareholder to properly and accurately complete or file the necessary election forms in the form and manner and within the time prescribed by the ITA (or any applicable provincial legislation). In its sole discretion, Canco may choose to sign and return Tax Election Packages received more than 90 days following the Effective Date, but Canco will have no obligation to do so.