Non-Resident Shareholders. Without limiting anything in this Agreement, GTI will not be required to issue any share in connection with the Amalgamation to any shareholder resident in a jurisdiction other than Canada if the local securities laws of such jurisdiction would make such issuance illegal or require the preparation and filing of a prospectus, the registration of such securities or other applicable requirements and, instead of the consideration to which such shareholder is otherwise entitled under Section 15, all GTI Shares that such shareholder would have otherwise been entitled to receive at the Effective Time in respect of its Kick Common Shares will instead be delivered to the Escrow Agent. The Escrow Agent will use its best efforts to sell such GTI Shares as soon as practicable after the Effective Date, on such dates and at such prices as the Escrow Agent may determine in its sole discretion, through one or more brokers with whom the Escrow Agent transacts business. Each such Kick Shareholder will receive a pro rata share of the cash proceeds from the sale of such GTI Shares sold by the Escrow Agent. Kick agrees to bear all costs and fees of the Escrow Agent and brokers in connection with such sales. For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such GTI Shares at a particular price or at all.
Non-Resident Shareholders. Without limiting anything in this Agreement, Amalco will not be required to issue any share in connection with the Amalgamation to any shareholder resident in a jurisdiction other than Canada if the local securities laws of such jurisdiction would make such issuance illegal or require the preparation and filing of a prospectus, the registration of such securities or other applicable requirements and, instead of the consideration to which such shareholder is otherwise entitled under Section 15, all Amalco Shares that such shareholder would have otherwise been entitled to receive at the Effective Time in respect of its Lancaster Shares or Tevera Shares, as the case may be, will instead be delivered to the Escrow Agent. The Escrow Agent will use its best efforts to sell such Xxxxxx Xxxxxx as soon as practicable after the Effective Date, on such dates and at such prices as the Escrow Agent may determine in its sole discretion, through one or more brokers with whom the Escrow Agent transacts business. Each such Lancaster Shareholder or Tevera Shareholder, as the case may be, will receive a pro rata share of the cash proceeds from the sale of such Amalco Shares sold by the Escrow Agent. For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such Amalco Shares at a particular price or at all.
Non-Resident Shareholders. Notwithstanding anything to the contrary herein, if the Corporation determines that withholding tax is payable in respect of all or any portion of a dividend payment payable in shares of the Corporation to any Shareholder who is a resident of any jurisdiction other than Canada (a “Non-Resident Shareholder”), the Corporation may satisfy a portion of its obligation to such Non-Resident Shareholder in cash to the extent required to satisfy such withholding tax requirement.
Non-Resident Shareholders. If some of the Shareholders are or could be non-residents, consider adding the following as an alternative to the statutory declaration: “a certificate from the Canada Customs and Revenue Agency under Section 116 of the Income Tax Act (Canada) (and any corresponding provincial equivalent) certifying that all taxes payable in connection with the transaction have been paid or that no taxes are payable in respect of the transaction”. If this is added, change “If no such declaration is delivered” to “If no such declaration or certificate is delivered”.
Non-Resident Shareholders. Holders of TORM A/S A shares who are not resident in Denmark will normally not be subject to Danish taxation in connection with a disposal pursuant to the Exchange Offer. Where foreign non-resident shareholders receive cash and shares in exchange, Danish anti-avoidance rules should be observed. Non-resident shareholders are encouraged to seek their own tax advice in relation to tax consequences from the Exchange Offer.
Non-Resident Shareholders. A Royal Wolf Shareholder who is not a resident of Australia for income tax purposes is subject to Australian tax on capital gains arising from the disposal of Royal Wolf Shares if: ● both: ● the shareholder and its associates hold 10% or more of the issued Royal Wolf Shares at the time of disposal of the Royal Wolf Shares or have held such interest for any continuous 12 month period within the 2 years preceding the disposal; and ● more than 50% of the value of Royal Wolf’s assets is attributable to direct or indirect interests in Australian real property (as defined in the income tax law) (TARP); or ● the shareholder has used the Royal Wolf Shares at any time in carrying on a business through an Australian permanent establishment. Royal Wolf Shareholders who are not a resident of Australia should seek independent professional advice in relation to their own particular circumstances. GFN is entitled to withhold part of the consideration payable to Royal Wolf Shareholders if several conditions are satisfied, including the TARP test. GFN is currently of the view that the TARP test should not be satisfied and does not expect to withhold any tax from the consideration.
