Material U. S. Federal Income Tax Consequences......................... 28
Material U. S. Federal Income Tax Consequences of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Overview of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Material U. S. Federal Income Tax Consequences of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Comparison of Rights of SemGroup Stockholders and Energy Transfer Unitholders . . . . . . . . . . . . . . . 15 Expected Timing of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Litigation Related to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Material U. S. Federal Income Tax Consequences of the Ohr Reverse Stock Split (see page 236) An Ohr U.S. Holder generally should not recognize gain or loss upon the Ohr Reverse Stock Split, except possibly to the extent an Ohr U.S. holder receives a whole share of Ohr common stock in lieu of a fractional share of Ohr common stock. Please review the information in the section entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split” beginning on page 236 for a more complete description of the material U.S. federal income tax consequences of the Ohr Reverse Stock Split to Ohr U.S. Holders. The tax consequences to you of the Ohr Reverse Stock Split will depend on your particular facts and circumstances. Please consult your tax advisors as to the specific tax consequences to you. Risk Factors (see page 37) Ohr and NeuBase are subject to various risks associated with their businesses and their industries. In addition, the merger poses a number of risks to each of Ohr and NeuBase and their respective stockholders, including, but not limited to, the following risks: ● the exchange ratio is not adjustable based on the market price of Ohr common stock so the merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed; 25 ● failure to complete the merger may result in NeuBase or Ohr paying a termination fee to the other and could harm the common stock price of Ohr and the future business, liquidity and operations of each company; ● if the conditions to the merger are not met, the merger may not occur; ● the merger may be completed even though material adverse changes may result from the announcement of the merger, industry-wide changes and other causes; ● some Ohr and NeuBase executive officers and directors have interests in the merger that are different from yours and that may influence them to support or approve the merger without regard to your interests; ● the market price of the combined company common stock may decline as a result of the merger; ● Ohr and NeuBase stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger; ● during the pendency of the merger, Ohr and NeuBase may not be able to enter into a business combination with another party at a favorable price (subject to certain exceptions) because of restrictions in the Merger Agreement, which could adversely affect their respective businesses...
Material U. S. Federal Income Tax Consequences of the Merger if (1) the Merger Qualifies as a Reorganization Within the Meaning of Section 368(a) of the Internal Revenue Code and/or the Merger and the Exchange Offer, Taken Together, Qualify as a Transaction Described in Section 351(a) of the Internal Revenue Code and (2) the Transfer of NYSE Euronext Shares to Holdco Pursuant to the Merger Will Be Subject to Section 367(a)(1) of the Internal Revenue Code
Material U. S. federal income tax consequences. The following is a general summary of the material U.S. federal income tax consequences applicable to the Offer. U.S. federal tax consequences of rejecting the Offer with respect to 409A Options. Based on currently available guidance provided by the Internal Revenue Service (the “IRS”), we believe that the following adverse U.S. federal tax consequences apply to 409A Options if they are not amended and then cancelled pursuant to the Offer: · In the tax year when the 409A Option vests: o To the extent that the Fair Market Value of the shares underlying the 409A Option is greater than the strike price, the holder will generally recognize taxable income in the tax year(s) starting in 2005 when the 409A Option vests. The amount of income recognized in connection with vesting will likely be equal to the Fair Market Value of the newly vested shares, less the exercise price payable for those shares. While it is not clear when this income would be measured, as the IRS has not yet issued final guidance on this point, the amount of income will likely be based on the value of the shares on the vesting date or on December 31 of the year in which the option vests; o The holder will incur an additional 20% federal income tax because of Section 409A on the income recognized in connection with vesting; o The holder will also be liable for additional tax in the nature of interest if the income should have been reported in an earlier tax year than first reported; and o This taxation could occur even though the 409A Option remains unexercised. · In the years between the date of vesting and the date of exercise: o To the extent that the Fair Market Value of the shares underlying the 409A Option is greater than the strike price, the holder will generally recognize taxable income in the tax year(s) between the date of vesting and the date of exercise. The amount of income recognized will likely be equal to the Fair Market Value of the vested shares on December 31 of such tax year, less the exercise price payable for those shares and less any income previously recognized (that is, income recognized with respect to the year of vesting, as described above); o The holder will incur an additional 20% federal income tax because of Section 409A on the income recognized for the relevant year; o The holder will also be liable for additional tax in the nature of interest if the income should have been reported in an earlier tax year than first reported...
Material U. S. federal income tax consequences The following is a general summary of the material U.S. federal income tax consequences of the exchange of options pursuant to the offer. This discussion is based on the Internal Revenue Code, its legislative history, treasury regulations thereunder and administrative and judicial interpretations as of the date of the offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. If you are a resident of, or subject to the tax laws in the United States, but are also subject to the tax laws in another country, you should be aware that there might be other tax and social insurance consequences that may apply to you. Option holders who exchange outstanding options for new options should not be required to recognize income for federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange. We advise all option holders considering exchanging their options to meet with their own tax advisors with respect to the federal, state, and local tax consequences of participating in the offer. All new options will be granted as non-qualified stock options. Under current law, an option holder will not realize taxable income upon the grant of a non-qualified stock option. However, when an option holder exercises the option, the difference between the exercise price of the option, and the fair market value of the shares subject to the option on the date of exercise will be compensation income taxable to the option holder. We will be entitled to a deduction equal to the amount of compensation income taxable to the option holder if we comply with eligible reporting requirements. We recommend that you consult your own tax advisor with respect to the federal, state and local tax consequences of participating in the offer.
Material U. S. federal income tax consequences. The following is a general summary of the material U.S. federal income tax consequences of the exchange of Eligible Options pursuant to the offer. This discussion is based on the Internal Revenue Code of 1986, its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof as of the date of the offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all eligible employees. Foreign taxes are beyond the scope of this discussion. If you reside in a jurisdiction outside of the United States, you should consult with your own tax advisors. WE ADVISE ALL ELIGIBLE EMPLOYEES WHO MAY CONSIDER EXCHANGING THEIR ELIGIBLE OPTIONS TO MEET WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER. Issuance of Restricted Units. You will have no taxable income at the time we grant you the restricted units. Instead, you will recognize ordinary income when and if the restricted units vest. In all cases, the amount of ordinary income that you recognize will equal the fair market value of the shares transferred to you upon the vesting of the restricted units. For example, if you receive 3,000 restricted units on December 19, 2001, 1,000 restricted units would vest on each of the third, fourth and fifth anniversaries of that date. You would recognize ordinary income for 1,000 shares of our class A common stock on December 19, 2004, assuming this is the date of the actual transfer of the shares of our class A common stock to you. If the fair market value of our stock is $1.00 on December 19, 2004, you would recognize $1,000 of ordinary income. If on that day the fair market value of our stock is $1.25, you would recognize $1,250 of ordinary income. We will generally be allowed a business expense deduction for the amount of the taxable income recognized by you in connection with the vesting of your restricted units.
Material U. S. Exclusive Copyright Licenses (where the New Grantor is an exclusive licensee) Licensee Licensor Title of Copyright Copyright Registration/ Renewal Number Copyright Registration/ Renewal Date Copyright Recordation Number IV. U.S. Registered Trademarks Grantor Registered Owner Trademark Trademark Registration Number Trademark Application Number Schedule III to Supplement No. __ to the Collateral Agreement V. U.S. Trademark Applications
Material U. S. Federal Income Tax Consequences. .................................................................. 35 Material Tax Consequences for Non-U.S.-Based Employees. ......................................................... 37
