Certain United States Federal Income Tax Considerations definition

Certain United States Federal Income Tax Considerations in this Offer to Exchange, we believe that you will not recognize any gain or loss for U.S. federal income tax purposes as a result of the exchange of Original Warrants for New Warrants pursuant to the Offer.
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Certain United States Federal Income Tax Considerations shall be replaced and revised as set forth below (and the
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Certain United States Federal Income Tax Considerations shall be replaced with the following text: This summary is based on the U.S. federal income tax laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly on a retroactive basis. This summary applies only to investors that will hold the Exchangeable Notes as capital assets, and that purchase their Exchangeable Notes in their initial offering. This summary does not address tax considerations applicable to investors that may be subject to special tax rules, such as dealers in securities or foreign currencies, traders in securities or commodities electing to mark to market, financial institutions, insurance companies, tax-exempt organizations, partnerships or partners therein, persons that actually or constructively own 10 percent or more of the total combined voting power of all classes of UBS AG entitled to vote, persons that will hold the Exchangeable Notes as a position in a “straddle” for tax purposes or as a part of a “synthetic security,” “conversion transaction,” “hedge,” or other integrated investment comprised of a Exchangeable Notes and one or more other investments, or persons that have a functional currency other than the U.S. dollar. In addition, this summary does not address tax considerations applicable to persons that engage in transactions relating to the Underlying Stock other than the purchase of the Exchangeable Notes.
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Examples of Certain United States Federal Income Tax Considerations in a sentence

  • For a summary of the material United States federal income tax consequences of the acquisition, ownership and disposition of the New Notes (including the requirements that must be met to avoid backup withholding and United States federal income tax withholding), Holders should refer to the "Certain United States Federal Income Tax Considerations" section of the Prospectus.

  • See ''Certain United States Federal Income Tax Considerations – Passive foreign investment company considerations" below.

  • We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Certain United States Federal Income Tax Considerations" in the Prospectus.

  • Certain United States Federal Income Tax Considerations ..............

  • Certain United States Federal Income Tax Considerations The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares acquired pursuant to this prospectus supplement.

  • The declaration of any such dividend or distribution may have tax consequences not discussed under "Certain Canadian Federal Income Tax Considerations" in Section 20 of the Circular, and under "Certain United States Federal Income Tax Considerations" in Section 21 of the Circular.

  • We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the captions "Legal Matters" and "Certain United States Federal Income Tax Considerations" in the prospectus constituting part of the Registration Statement.

  • The statements in the Offering Memorandum under the caption "Certain United States Federal Income Tax Considerations", insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

  • You have requested our opinion as to the accuracy of the information contained in the Notes Prospectus Supplement under the heading "Certain United States Federal Income Tax Considerations." Unless otherwise indicated, all terms used herein with initial capital letters shall have the same meaning as in the Notes Prospectus Supplement.

  • Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the statements made in the Registration Statement under the caption "Certain United States Federal Income Tax Considerations," insofar as they purport to constitute summaries of matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.


More Definitions of Certain United States Federal Income Tax Considerations

Certain United States Federal Income Tax Considerations. US Holders” (including such subheading) shall be replaced with the following text: Pursuant to the terms of the indenture, UBS AG and you will be obligated (in the absence of an administrative determination or judicial ruling to the contrary) to characterize the Exchangeable Notes for all tax purposes as a forward purchase contract to purchase Underlying Stock at the time that we deliver Underlying Stock to you (or to the trustee for your benefit) (the “delivery date”), and a cash deposit. Pursuant to this characterization: · at the time of issuance of the Exchangeable Notes you will be deemed to have deposited irrevocably with us a fixed amount of cash equal to the purchase price of the Exchangeable Notes to assure the fulfillment of your purchase obligation described below, which deposit will unconditionally and irrevocably be applied on the delivery date to satisfy such obligation; · we will be obligated to pay a return on such deposit at a rate equal to the fixed rate of interest on the Exchangeable Notes as compensation to you for our use of such cash deposit during the term of the Exchangeable Notes (the “Coupon”); · if cash dividends are paid on the Underlying Stock, we will be obligated to pay to you additional amounts determined by reference to such dividends under the forward contract (the “Dividend-Linked Payments”); and · on the delivery date such cash deposit unconditionally and irrevocably will be applied by us in full satisfaction of your obligation under the forward purchase contract, and we will deliver to you (or to the trustee on your behalf) the number of shares of Underlying Stock that you are entitled to receive at that time pursuant to the terms of the Exchangeable Notes (subject to our right to deliver cash in lieu of Underlying Stock). (You should note that cash proceeds of this offering will not be segregated by us during the term of the Exchangeable Notes, but instead will be commingled with our other assets and applied in a manner consistent with the “Use of Proceeds” discussion on page 10 in the prospectus.)
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Certain United States Federal Income Tax Considerations. The disclosure on page S-91 of the Preliminary Prospectus Supplement is amended by adding the following: Original Issue Discount (OID) The notes will be treated as issued with OID for U.S. federal income tax purposes because the stated principal amount of the notes exceeds their issue price by at least a statutorily defined de minimis amount (generally 0.25% of the stated redemption price at maturity multiplied by the number of complete years from the issue date to maturity). Because the notes will be treated as issued with OID, in addition to the stated interest on the notes, a U.S. holder will be required to include such OID in gross income (as ordinary income) as the OID accrues (based on a constant yield method), in advance of the corresponding cash payments (regardless of such holder’s method of accounting for U.S. federal income tax purposes). Under this method, a U.S. holder generally will be required to include in income increasingly greater amounts of OID in successive accrual period. Changes to Preliminary Prospectus Supplement At September 30, 2023, on a pro forma basis after giving effect to the application of the net proceeds of this offering as described herein, we would have had approximately $3.2557 billion of total indebtedness (excluding $9.5 million in respect of outstanding letters of credit), approximately $155.8 million of which (excluding $9.5 million in respect of outstanding letters of credit) would be secured indebtedness to which the notes would be effectively junior (to the extent of the value of the collateral securing such indebtedness), and we would have had approximately $684.7 million of borrowing capacity available under our $850.0 million senior secured credit facility, subject to compliance with financial covenants, for additional secured borrowings, which would be effectively senior to the notes. In the pro forma column under “Capitalization” at page S-25, the amount of cash and cash equivalents is $21.1 million, the revolving credit facility is $155.8 million, the amount of the 2029 Notes offered hereby is $600 million, the amount of total long-term debt is $3.2557 billion and the total capitalization is $5.068 billion. Our net proceeds from the offering are approximately $583.0 million.
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Certain United States Federal Income Tax Considerations. Underwriting" and "Plan of Distribution", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;
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Certain United States Federal Income Tax Considerations and "Federal Income Tax Considerations" and (B) in the Operating Partnership's Form 10 under "Recent Sales of Unregistered Securities," to the extent that it constitutes matters of law or legal conclusions has been reviewed by such counsel, is correct and presents fairly the information required to be disclosed therein.
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Certain United States Federal Income Tax Considerations to the extent that such statements summarize U.S. federal income tax laws, rules or regulations, are accurate in all material respects.
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Related to Certain United States Federal Income Tax Considerations

  • Federal Income Tax means any Tax imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • Federal internal revenue code means the internal revenue code of the United States in effect on the last day of the taxpayer's tax year.

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Non-United States Tax Person Any Person other than a United States Tax Person.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Outside the United States means a location outside the geographic boundaries of the United States, Puerto Rico, the United States Virgin Islands, and any territory, insular possession, or other location subject to the jurisdiction of the United States.

  • Non-Income Tax means any Tax other than an Income Tax.

  • Disqualified Non-United States Tax Person With respect to any Class R Certificate, any Non-United States Tax Person or agent thereof other than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Class R Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has furnished the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Class R Certificate will not be disregarded for United States federal income tax purposes.

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • United States Tax Person A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).

  • Goods and Services Tax (Compensation to States) Act means the Goods and Services Tax (Compensation to States) Act, 2017;

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Swiss Federal Tax Administration means the tax authorities referred to in article 34 of the Swiss Withholding Tax Act.

  • Tax Regulations means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code. “Yield” of

  • Tax Code means the Internal Revenue Code of 1986, as amended.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Qualified United States financial institution means an institution that:

  • U.S. Internal Revenue Code means the United States Internal Revenue Code of 1986, as amended.

  • All applicable Federal, State, and local taxes and duties means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract.

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.