|
|
 | | | |
- close
- close
- close
- close
AYR » Topics » There are provisions in our bye-laws that may require certain of our non-U.S. shareholders to sell their shares to us or to a third party.These excerpts taken from the AYR 10-K filed Mar 2, 2009. There
are provisions in our bye-laws that may require certain of our
non-U.S.
shareholders to sell their shares to us or to a third
party.
Our bye-laws provide that if our board of directors determines
that we or any of our subsidiaries do not meet, or in the
absence of repurchases of shares will fail to meet, the
ownership requirements of a limitation on benefits article of
any bilateral income tax treaty with the U.S. applicable to
us, and that such tax treaty would provide material benefits to
us or any of our subsidiaries, we generally have the right, but
not the obligation, to repurchase, at fair market value (as
determined pursuant to the method set forth in our bye-laws),
common shares from any shareholder who beneficially owns more
than 5% of our issued and outstanding common shares and who
fails to demonstrate to our satisfaction that such shareholder
is either (i) a U.S. citizen or (ii) a qualified
resident of the U.S. or the other
Table of Contents
contracting state of any applicable tax treaty with the
U.S. (as determined for purposes of the relevant provision
of the limitation on benefits article of such treaty).
We will have the option, but not the obligation, to purchase all
or a part of the shares held by such shareholder (to the extent
the board of directors, in the reasonable exercise of its
discretion, determines it is necessary to avoid or cure such
adverse consequences); provided that the board of directors will
use its reasonable efforts to exercise this option equitably
among similarly situated shareholders (to the extent feasible
under the circumstances).
Instead of exercising the repurchase right described above, we
will have the right, but not the obligation, to cause the
transfer to, and procure the purchase by, any U.S. citizen
or a qualified resident of the U.S. or the other
contracting state of the applicable tax treaty (as determined
for purposes of the relevant provision of the limitation on
benefits article of such treaty) of the number of issued and
outstanding common shares beneficially owned by any shareholder
that are otherwise subject to repurchase under our bye-laws as
described above, at fair market value (as determined in the good
faith discretion of our board of directors).
There are provisions in our bye-laws that may require certain of our non-U.S. shareholders to sell their shares to us or to a third party. Our bye-laws provide that if our board of directors determines that we or any of our subsidiaries do not meet, or in the absence of repurchases of shares will fail to meet, the ownership requirements of a limitation on benefits article of any bilateral income tax treaty with the U.S. applicable to us, and that such tax treaty would provide material benefits to us or any of our subsidiaries, we generally have the right, but not the obligation, to repurchase, at fair market value (as determined pursuant to the method set forth in our bye-laws), common shares from any shareholder who beneficially owns more than 5% of our issued and outstanding common shares and who fails to demonstrate to our satisfaction that such shareholder is either (i) a U.S. citizen or (ii) a qualified resident of the U.S. or the other
Table of Contentscontracting state of any applicable tax treaty with the U.S. (as determined for purposes of the relevant provision of the limitation on benefits article of such treaty). We will have the option, but not the obligation, to purchase all or a part of the shares held by such shareholder (to the extent the board of directors, in the reasonable exercise of its discretion, determines it is necessary to avoid or cure such adverse consequences); provided that the board of directors will use its reasonable efforts to exercise this option equitably among similarly situated shareholders (to the extent feasible under the circumstances). Instead of exercising the repurchase right described above, we will have the right, but not the obligation, to cause the transfer to, and procure the purchase by, any U.S. citizen or a qualified resident of the U.S. or the other contracting state of the applicable tax treaty (as determined for purposes of the relevant provision of the limitation on benefits article of such treaty) of the number of issued and outstanding common shares beneficially owned by any shareholder that are otherwise subject to repurchase under our bye-laws as described above, at fair market value (as determined in the good faith discretion of our board of directors). This excerpt taken from the AYR 10-Q filed Nov 17, 2008. There
are provisions in our bye-laws that may require certain of our
non-U.S.
shareholders to sell their shares to us or to a third
party.
Our bye-laws provide that if our board of directors determines
that we or any of our subsidiaries do not meet, or in the
absence of repurchases of shares will fail to meet, the
ownership requirements of a limitation on benefits article of
any bilateral income tax treaty with the U.S. applicable to
us, and that such tax treaty would provide material benefits to
us or any of our subsidiaries, we generally have the right, but
not the obligation, to repurchase, at fair market value (as
determined pursuant to the method set forth in our bye-laws),
common shares from any shareholder who beneficially owns more
than 5% of our issued and outstanding common shares and who
fails to demonstrate to our satisfaction that such shareholder
is either (i) a U.S. citizen or (ii) a qualified
resident of the U.S. or the other contracting state of any
applicable tax treaty with the U.S. (as determined for
purposes of the relevant provision of the limitation on benefits
article of such treaty).
We will have the option, but not the obligation, to purchase all
or a part of the shares held by such shareholder (to the extent
the board of directors, in the reasonable exercise of its
discretion, determines it is necessary to avoid or cure such
adverse consequences); provided that the board of
Table of Contents
directors will use its reasonable efforts to exercise this
option equitably among similarly situated shareholders (to the
extent feasible under the circumstances).
Instead of exercising the repurchase right described above, we
will have the right, but not the obligation, to cause the
transfer to, and procure the purchase by, any U.S. citizen
or a qualified resident of the U.S. or the other
contracting state of the applicable tax treaty (as determined
for purposes of the relevant provision of the limitation on
benefits article of such treaty) of the number of issued and
outstanding common shares beneficially owned by any shareholder
that are otherwise subject to repurchase under our bye-laws as
described above, at fair market value (as determined in the good
faith discretion of our board of directors).
| EXCERPTS ON THIS PAGE:
|
| |||||||
