115 unchanged sentences
Holders that own, directly, indirectly or by attribution, 10% or more, by voting power or value, of the outstanding shares of the Company;
−Removed: The summary below also does not address the impact on persons who are U.S.
−Removed: expatriates or former long-term residents of the United States subject to Section 877 of the Code.
+Added: (i) are partnerships and other pass-through entities (and investors in such partnerships and entities);
+Added: expatriates or former long-term residents of the United States;
+Added: or (k) are subject to taxing jurisdictions other than, or in addition to, the United States.
Holders and others that are subject to special provisions under the Code, including U.S.
11 unchanged sentences
estate and gift, U.S.
+Added: federal net investment income, U.S.
alternative minimum tax, or foreign tax consequences to U.S.
3 unchanged sentences
estate and gift, U.S.
+Added: federal net investment income, U.S.
federal alternative minimum tax and foreign tax consequences relating to the acquisition, ownership, and disposition of Common Shares.
62 unchanged sentences
federal income tax consequences of receiving, owning and disposing of foreign currency.
−Removed: Additional Tax on Passive Income
−Removed: Individuals, estates and certain trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held in certain trades or businesses).
−Removed: Special rules apply to PFICs.
−Removed: Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of Common Shares.
Passive Foreign Investment Company Rules
5 unchanged sentences
“Gross income” generally includes all revenues less the cost of goods sold plus income from investments and from incidental or outside operations or sources, and “passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.
−Removed: Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business, and certain other requirements are satisfied.
+Added: Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business, and certain other requirements are satisfied.
For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.
9 unchanged sentences
federal income tax rules, which are subject to differing interpretations.
−Removed: In addition, whether the Company (or subsidiary) will be a PFIC for any tax year depends on the assets and income of the Company (and each such subsidiary) over the course of each such
−Removed: tax year and, as a result, cannot be predicted with certainty as of the date of this document.
+Added: In addition, whether the Company (or subsidiary) will be a PFIC for any tax year depends on the assets and income of the Company (and each such subsidiary) over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document.
Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or subsidiary) concerning its PFIC status or that the Company (and any subsidiary) was not, or will not be, a PFIC for any tax year.
36 unchanged sentences
Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S.
−Removed: Holder, and (b) the ordinary earnings of the Company, which will be taxed as
−Removed: ordinary income to such U.S.
+Added: Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S.
Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain.
3 unchanged sentences
However, a U.S.
−Removed: Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S.
+Added: Holder that makes a QEF Election may, subject to certain limitations, elect to defer
+Added: payment of current U.S.
federal income tax on such amounts, subject to an interest charge.
23 unchanged sentences
The Company will make available to U.S.
−Removed: Holders, upon their written request, timely and accurate information as to its status as a PFIC, and will provide to a U.S.
+Added: Holders, upon their written request, information as to its status as a PFIC, as reasonably determined by the Company, and will provide to a U.S.
Holder all information and documentation that a U.S.
−Removed: Holder making a QEF Election with respect to the Company, and any Subsidiary PFIC in which the Company owns, directly or indirectly, more than 50% of such Subsidiary PFIC’s total aggregate voting power, is required to obtain for U.S.
+Added: Holder making a QEF Election with respect to the Company is required to obtain for U.S.
federal income tax purposes in the event it is a PFIC.
However, U.S.
−Removed: Holders should be aware that the Company can provide no assurances that it will provide any such information relating to any Subsidiary PFIC, in which the Company owns, directly or indirectly, 50% or less of such Subsidiary PFIC’s aggregate voting power.
+Added: Holders should be aware that the Company can provide no assurances that it will provide any such information relating to any Subsidiary PFIC.
Because the Company may own shares in one or more Subsidiary PFICs and may acquire shares in one or more Subsidiary PFICs in the future, they will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S.
−Removed: Holders do not obtain the required information.
−Removed: Holders should consult their tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC.
+Added: Holders do not obtain the required information to file a QEF Election.
+Added: Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC.
Mark-to-Market Election
3 unchanged sentences
or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced;
−Removed: and (ii) the rules of such foreign exchange ensure active trading of listed stocks.
+Added: and (ii) the rules of such foreign
+Added: exchange ensure active trading of listed stocks.
If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimus quantities, on at least 15 days during each calendar quarter.
67 unchanged sentences
Selected Financial Data
−Removed: The selected financial data in the table below have been selected in part, from our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
−Removed: The selected financial data should be read in conjunction with those consolidated financial statements and the notes thereto.
−Removed: in thousands of dollars, except per share amounts
−Removed: Year Ended November 30
−Removed: Results of operations
−Removed: (Earnings) loss and comprehensive (earnings) loss for the period
−Removed: Basic (earnings) loss per share
−Removed: Diluted (earnings) loss per share
−Removed: Financial position
−Removed: Working capital
−Removed: Total long-term liabilities
−Removed: Shareholders’ equity
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.