12 unchanged sentences
Certain Canadian Federal Income Tax Considerations for U.S.
−Removed: The following is a general summary of the principal Canadian federal income tax considerations generally applicable under Income Tax Act (Canada) (the “Tax Act”) to a holder of Common Shares, each of whom, at all relevant times, for the purposes of the Tax Act, holds such Common Shares as capital property, deals at arm’s length with the Company, is not affiliated with the Company and, for purposes of the Tax Act, is not, is not deemed to be, a resident of Canada and has not and will not use or hold or be deemed to use or hold the Common Shares in the course of carrying on business in Canada (a “Non-Resident Holder”) and is not a “specified shareholder” (as defined in subsection 18(15) of the Tax Act.
−Removed: A “specified shareholder” for these purposes generally includes a person who (either alone or together with persons with whom that person is not dealing at arm’s length for purposes of the Tax Act) owns or has the right to acquire or control 25% or more of the Common Shares determined on a votes or fair market value basis.
+Added: The following is a general summary of the principal Canadian federal income tax considerations generally applicable under Income Tax Act (Canada) (the “Tax Act”) to a holder of Common Shares, each of whom, at all relevant times, for the purposes of the Tax Act, holds such Common Shares as capital property, deals at arm’s length with the Company, is not affiliated with the Company and, for purposes of the Tax Act, is not, is not deemed to be, a resident of Canada and has not and will not use or hold or be deemed to use or hold the Common Shares in the course of carrying on business in Canada (a “Non-Resident Holder”).
Special rules, which are not discussed below, may apply to a non-resident of Canada that is an insurer which carries on business in Canada and elsewhere.
−Removed: The Common Shares will generally be considered capital property to a Non-Resident Holder unless either (i) the Non-Resident Holder holds the Common Shares in the course of carrying on a business of buying and selling securities or (ii) the Non-Resident Holder has acquired the Common Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade.
+Added: Such Non-Resident Holders should consilt their own tax advisors.
+Added: The Common Shares will generally be considered capital property to a Non-Resident Holder unless either (i) the Non-Resident Holder holds the Common Shares in the course of carrying on a business of buying and selling securities or
+Added: (ii) the Non-Resident Holder has acquired the Common Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade.
The term “U.S.
−Removed: Holder,” for the purposes of this section, means a Non-Resident Holder who, for purposes of the Canada-United States Tax Convention (1980) as amended, (the “Convention”), is at all relevant times a resident of the United
−Removed: States and is a “qualifying person” within the meaning of the Convention.
+Added: Holder,” for the purposes of this section, means a Non-Resident Holder who, for purposes of the Canada-United States Tax Convention (1980) as amended, (the “Convention”), is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Convention.
In some circumstances, fiscally transparent entities (including limited liability companies) will be entitled to benefits under the Convention.
−Removed: Holders are urged to consult with their own tax advisors to determine their entitlement to benefits under the Convention based on their particular circumstances.
+Added: Non-Resident Holders are urged to consult with their own tax advisors to determine their entitlement to benefits under the Convention based on their particular circumstances.
This summary is based on the current provisions of the Tax Act, the regulations thereunder (the “Regulations”), the current provisions of the Convention, counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) publicly available prior to the date hereof.
59 unchanged sentences
(b) a corporation, or other entity classified as a corporation for U.S.
−Removed: federal income tax purposes, that is created or organized
−Removed: in or under the laws of the United States or any state in the United States, including the District of Columbia;
+Added: federal income tax purposes, that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia;
(c) an estate if the income of such estate is subject to U.S.
47 unchanged sentences
alternative minimum tax, or foreign tax consequences to U.S.
−Removed: Holders relating to the acquisition, ownership, and disposition of Common Shares.
+Added: Holders relating to the acquisition, ownership, and
+Added: disposition of Common Shares.
Holder should consult its own tax advisor regarding the U.S.
53 unchanged sentences
dollars at that time).
−Removed: If the foreign currency received
−Removed: is not converted into U.S.
+Added: If the foreign currency received is not converted into U.S.
dollars on the date of receipt, a U.S.
28 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 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
+Added: 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 ordinary income to such U.S.
+Added: Holder, and (b) the ordinary earnings of the Company, which will be taxed as
+Added: 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
−Removed: payment of current U.S.
+Added: Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S.
federal income tax on such amounts, subject to an interest charge.
34 unchanged sentences
Holder may make a Mark-to-Market Election only if the Common Shares are marketable stock.
−Removed: The Common Shares generally will be “marketable stock” if they are regularly traded on (a) a national securities exchange that is registered with the SEC;
+Added: The Common Shares generally will be “marketable stock” if they are regularly traded on (a) a national securities exchange that is
+Added: registered with the SEC;
(b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934;
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
−Removed: exchange ensure active trading of listed stocks.
+Added: and (ii) the rules of such foreign 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.
29 unchanged sentences
For example, under Section 1298(b)(6) of the Code, a U.S.
−Removed: Holder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.
+Added: Holder that uses
+Added: Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.
In any year in which the Company is classified as a PFIC, a U.S.
36 unchanged sentences
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.