Capital Gain Dividends. Dividends that Ventas properly designates as capital gain dividends will be taxable to its taxable U.S. holders as a gain from the sale or disposition of a capital asset held for more than one year, to the extent that such gain does not exceed Xxxxxx’s actual net capital gain for the taxable year and may not exceed Xxxxxx’s dividends paid for the taxable year, including dividends paid the following year that are treated as paid in the current year. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income. If Ventas properly designates any portion of a dividend as a capital gain dividend, then, except as otherwise required by law, Ventas presently intends to allocate a portion of the total capital gain dividends paid or made available to holders of all classes of capital stock for the year to the holders of each class of capital stock in proportion to the amount that Ventas’s total dividends, as determined for U.S. federal income tax purposes, paid or made available to the holders of each such class of capital stock for the year bears to the total dividends, as determined for U.S. federal income tax purposes, paid or made available to holders of all classes of capital stock for the year. In addition, except as otherwise required by law, Ventas will make a similar allocation with respect to any undistributed long-term capital gains which are to be included in Ventas stockholders’ long-term capital gains, based on the allocation of the capital gain amount which would have resulted if those undistributed long-term capital gains had been distributed as “capital gain dividends” by Ventas to its stockholders.
Capital Gain Dividends. Subject to Section 857(g) of the Code, the Company shall designate any dividend or part thereof as a capital gain dividend to the extent permitted by Section 857(b)(3) of the Code, unless the Manager determines that the Company should retain such amounts.
Capital Gain Dividends. If, for any taxable year, the Corporation elects to designate as a “capital gain dividend” (as defined in Section 857 of the Code) any portion (the “Capital Gains Amount”) of the dividends (as determined for U.S. federal income tax purposes) paid or made available for the year to holders of all classes of the Corporation’s capital stock (the “Total Dividends”), then, except as otherwise required by applicable law, that portion of the Capital Gains Amount that shall be allocable to the Holders shall be in proportion to the amount that the total dividends (as determined for U.S. federal income tax purposes) paid or made available to the Holders for the year bears to the Total Dividends. Except as otherwise required by applicable law, the Corporation will make a similar allocation with respect to any undistributed long-term capital gains of the Corporation which are to be included in its stockholders’ long-term capital gains, based on the allocation of the Capital Gains Amount which would have resulted if such undistributed long-term capital gains had been distributed as “capital gains dividends” by the Corporation to its stockholders.
Capital Gain Dividends. The Company shall provide reasonable advance written notice to QHREAC prior to declaring any dividend which could be treated, in whole or in part, as a capital gain dividend with respect to the Common Stock or the Series B Preferred Stock, as applicable; provided that, upon receipt of such notice from the Company, QHREAC will be subject to the confidentiality and standstill provisions contained in Exhibit B until such time that the subject of the notice is publicly disseminated; provided further that, the Company shall have no obligation to provide any notice under this Section 4(d) following such time that QHREAC owns (i) 10% or less of the Common Stock of the Company for any consecutive 12 month period and (ii) no shares of Series B Preferred Stock. QHREAC further agrees that it will notify the Company promptly of any purchases or sales of shares of Series B Preferred Stock or shares of Common Stock in order to assist the Company with its obligations under this provision. Unless notified by QHREAC otherwise, the Company may rely, with respect to QHREAC’s ownership of shares of Series B Preferred Stock, on the share register for the Series B Preferred Stock and, with respect to QHREAC’s ownership of shares of Common Stock, on filings made by QHREAC pursuant to Sections 13 and/or 16 under the Exchange Act.
Capital Gain Dividends. Under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), a distribution made by EQR to a Non-U.S. Holder, to the extent attributable to gains from dispositions of United States Real Property Interests ("USRPIs") such as the properties beneficially owned by EQR will be considered effectively connected with a U.S. trade or business of the Non-U.S. Holder and subject to U.S. income tax at the rate applicable to U.S. individuals or corporations, without regard to whether such distribution is designated as a capital gain dividend. In addition, EQR will be required to withhold tax equal to 35% of the amount of dividends to the extent such dividends constitute gains from any USRPI. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a foreign corporate shareholder that is not entitled to treaty exemption or reduction.
