Examples of Covidien Shares in a sentence
No interest shall be paid or shall accrue for the benefit of holders of the Covidien Shares on the Scheme Consideration payable in respect of the Covidien Shares.
Following the completion of the exchange procedures set forth in Clause 8.1(d)(iii), any portion of the Exchange Fund which has not been transferred to the holders of Covidien Shares shall be delivered to Holdco or its designee(s) promptly upon demand by Holdco, it being understood that no such delivery shall affect any legal right that a Covidien Shareholder may have to receive the Scheme Consideration.
It is intended that, subject to and following the Scheme and Merger becoming effective, and subject to applicable requirements of the NYSE, the Medtronic Shares will be delisted from the NYSE and the Covidien Shares will be delisted from the NYSE.
The last day of dealing in Covidien Shares on the NYSE and Medtronic Shares on the NYSE will be the last Business Day before the Effective Date (or, in certain circumstances, the Effective Date).
U.S. holders will generally recognize taxable gain or loss equal to the difference between the shareholder’s adjusted tax basis in the Covidien Shares surrendered in the exchange, and the sum of the fair market value of the Scheme Consideration received.
General Tax Consequences of the Scheme For U.S. federal income tax and information reporting purposes, the receipt of Scheme Consideration in exchange for Covidien Shares pursuant to the Scheme will be a taxable transaction to a U.S. holder of Covidien Shares.
For use in the calculations above:Outstanding Covidien Shares Immediately Prior to the Effectiveness of the Scheme: 454,507,245 (W) Outstanding Parent Shares Immediately Following the Consummation of the Transactions: 1,423,061,872 (X) Or, in lieu of the calculations above Owner hereby certifies that Owner was not a shareholder of Medtronic, Inc.
The share portion of the Scheme Consideration should generally be treated as a payment of proceeds from a sale or exchange of the shareholder’s Covidien Shares.
As described below, the treatment of a particular shareholder may differ depending on the amount of Parent Shares owned by such shareholder as a result of: such shareholder’s ownership of Covidien Shares that are exchanged for Parent Shares in the Scheme, such shareholder’s ownership of common shares in Medtronic, Inc.
Holders of Covidien Shares must properly complete and submit the attached Certification by the deadline specified therein.