Tax Rollover. An Eligible Holder who is entitled to receive Pan American Shares pursuant to the Plan of Arrangement shall be entitled to make a joint income tax election, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law), to have the Eligible Holder’s disposition of Tahoe Shares pursuant to the Plan of Arrangement occur on a full or partial rollover basis.
Tax Rollover. 8.1 The consideration for the sale by the BDB Members to Agrios of the BDB Units is equal to the determined value, payable by the allotment and issuance by Agrios to BDB Members of fully-paid and non-assessable Agrios Shares. Agrios and BDB shall jointly elect under the provisions of the ITA that the BDB’s proceeds of disposition of the BDB Units and Agrios’ cost of the BDB Units shall be an amount equal to the adjusted cost base of the BDB Common Shares. BDB and Agrios further agree to jointly make the necessary elections and to execute and file the prescribed election forms and any other documents required pursuant to Section 85 of the ITA and any regulations under the ITA. In the event that BDB and Agrios determine, or that any taxing authority having jurisdiction makes or proposes to make any assessment or reassessment determining, that the fair market value of the BDB Units as of the date hereof is greater or less than the determined value, then, in such event, the value of the consideration paid by Agrios hereunder for tax purposes only shall be retroactively increased or decreased so that the amount of the consideration paid by Agrios shall be equal to the amount finally determined to be the fair market value of the BDB Units. Any such determination shall be deemed to be final if it is made pursuant to an assessment or reassessment by any taxing authority having jurisdiction and no appeal is taken therefrom; if an agreement is reached between BDB and such taxing authority regarding such actual or proposed assessment or reassessment; or if determined by a judgment of a court of competent jurisdiction which judgment is not appealed.
Tax Rollover. The Purchaser agrees that it shall execute and file an election pursuant to subsection 85(1) of the ITA and any equivalent provision under any other Tax Law, in respect of the purchase and sale of the Purchased Assets and the Purchase Price paid pursuant to §3.1.2(a) and §3.1.2(b) (the “Section 85 Tax Election”) and, for that purpose, the Seller shall be entitled, in its sole discretion, to determine the “Agreed amount” on the Section 85 Election.
Tax Rollover. The Transferor and the Transferee acknowledge and agree that the transfer of the shares of Minco China to the Transferee is being made at the Transferor's cost basis. The transfer is to have no immediate tax consequences to the Transferor and the provisions of subsection 85.1(3) of the Income Tax Act (Canada) and any other similar provision of an applicable tax law shall apply to the transfer of the Minco China Shares. The parties further acknowledge and agree that in consideration of the Minco China Shares, the Transferee will only issue shares from treasury to the Transferor.
Tax Rollover. If requested by an Eligible Holder who receives the Consideration pursuant to the Arrangement, the Purchaser shall make a joint election with such Eligible Holder in accordance with subsection 85(1) or 85(2) of the Tax Act (and any similar provision of any provincial legislation) provided that such election is in accordance with the provisions of the Tax Act (and applicable provincial legislation) (a “Section 85 Election”) and complies with any procedures as may be established by the Purchaser with respect to such Section 85 Elections. The agreed amount under such joint election shall be determined by each Eligible Holder in such Eligible Holder’s sole discretion within the limits set out in the Tax Act (and applicable provincial legislation). The obligation of the Purchaser in this regard is limited to Eligible Holders that provide Purchaser with a validly completed Section 85 Election form within 90 days after the Effective Date, and the Purchaser will not assume any responsibility for the proper completion and filing of such election. The Purchaser shall, within 90 days after receiving the validly completed Section 85 Election form from an Eligible Holder, sign and return such form to the Eligible Holder for filing with the Canada Revenue Agency (or the applicable provincial tax authority). The Purchaser will not have any obligation to make such an election in respect of any Company Shareholder other than an Eligible Holder. In its sole discretion, the Purchaser may choose to sign and return a Section 85 Election form received by it more than 90 days following the Effective Date, but it will have no obligation to do so.
Tax Rollover. An Eligible Holder who is entitled to receive Purchaser Shares pursuant to the Plan of Arrangement shall be entitled to make a joint income tax election, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law), to have the Eligible Holder’s disposition of the Company Shares pursuant to the Plan of Arrangement occur on a full or partial rollover basis.
Tax Rollover. Each of Kinross and Bema shall (i) structure the transactions contemplated herein to provide Bema Shareholders who are persons resident in Canada for the purposes of the Tax Act (other than such persons who are exempt from tax under the Tax Act) and partnerships at least one partner of which is such a person with a tax deferred rollover, (ii) use all reasonable efforts to structure the transactions contemplated herein in such a manner that the portion of the gain attributable to the Kinross Common Shares received by Bema Shareholders would be considered eligible for a rollover for United States tax purposes, and (iii) structure the transactions contemplated herein to provide a tax deferred rollover for holders of Bema Options who received such options in the capacity of being an employee of Bema for purposes of the Tax Act.
Tax Rollover. The exchange of Company Shares for Hudbay Shares pursuant to the Arrangement is intended to occur on a tax-deferred basis for Canadian income tax purposes pursuant to subsection 85.1(1) of the Tax Act.
Tax Rollover. 8.1 The consideration for the sale by the Cannex Common Shareholders to Arco of the Cannex Common Shares is equal to the determined value, payable by the allotment and issuance by Arco to Cannex Common Shareholders of fully-paid and non-assessable Arco Class Common Shares. Arco and Cannex shall jointly elect under the provisions of the ITA that the Cannex’s proceeds of disposition of the Cannex Common Shares and Arco’s cost of the Cannex Common Shares shall be an amount equal to the adjusted cost base of the Cannex Common Shares. Cannex and Arco further agree to jointly make the necessary elections and to execute and file the prescribed election forms and any other documents required pursuant to Section 85 of the ITA and any regulations under the ITA. In the event that Cannex and Arco determine, or that any taxing authority having jurisdiction makes or proposes to make any assessment or reassessment determining, that the fair market value of the Cannex Common Shares as of the date hereof is greater or less than the determined value, then, in such event, the value of the consideration paid by Arco hereunder shall be retroactively increased or decreased so that the amount of the consideration paid by Arco shall be equal to the amount finally determined to be the fair market value of the Cannex Common Shares. Any such determination shall be deemed to be final if it is made pursuant to an assessment or reassessment by any taxing authority having jurisdiction and no appeal is taken therefrom; if an agreement is reached between Cannex and such taxing authority regarding such actual or proposed assessment or reassessment; or if determined by a judgment of a court of competent jurisdiction which judgment is not appealed.
Tax Rollover. 8.1 The consideration for the sale by the ScreenPro Shareholders to Compel of the ScreenPro Shares is equal to the determined value, payable by the allotment and issuance by Compel to ScreenPro Shareholders of fully-paid and non-assessable Compel Shares. Compel and ScreenPro shall jointly elect under the provisions of the ITA that the ScreenPro’s proceeds of disposition of the ScreenPro Common Shares and Compel’s cost of the ScreenPro Common Shares shall be an amount equal to the adjusted cost base of the ScreenPro Common Shares. ScreenPro and Compel further agree to jointly make the necessary elections and to execute and file the prescribed election forms and any other documents required pursuant to Section 85 of the ITA and any regulations under the ITA.
