Material U.S Sample Clauses

Material U.S. Federal Income Tax Consequences (Page 195) Appraisal Rights (Page 159) Listing of New Cigna Common Stock on the NYSE (Page 163) Comparison of Stockholder Rights (Page 207) Litigation Related to the Mergers (Page 163)

Material U.S. Federal Income Tax Consequences of the Merger’’ in this proxy statement/prospectus/information statement. Assuming the Merger constitutes a reorganization, subject to the limitations and qualifications described in the section entitled ‘‘The Merger—

Material U.S. Federal Income Tax Consequences WE URGE YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL TAX CONSEQUENCES OF THE OFFER AND THE MERGER IN RESPECT OF YOUR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS.

Material U.S. Federal Income Tax Considerations (page 115) No Solicitation (page 132)

Material U.S. Federal Income Tax Consequences of the Recapitalization Share Exchange as a Tax-Free Reorganization

Material U.S. Federal Income Tax Consequences of the Merger’’ in this proxy statement/prospectus/information statement, Caladrius and Cend intend the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. If the Merger is not treated as a reorganization within the meaning of Section 368(a) of the Code, then each U.S. holder generally will be treated as exchanging its shares of Cend Capital Stock in a fully taxable transaction in exchange for shares of Caladrius Common Stock. Cend Stockholders will generally recognize gain or loss in such exchange equal to the amount that such Cend Stockholder’s adjusted tax basis in the shares of Cend Capital Stock surrendered is less or more than the fair market value of the shares of Caladrius Common Stock (and cash in lieu of a fractional share) received in exchange therefor. Determining the actual tax consequences of the Merger to you may be complex and will depend on the facts of your own situation. You should consult your tax advisors to fully understand the tax consequences to you of the Merger, including estate, gift, state, local or non-U.S. tax consequences of the Merger. Both Caladrius and Cend are subject to various risks associated with their businesses and their industries. In addition, the Merger poses a number of risks to each company and its respective stockholders, including the possibility that the Merger may not be completed and the following risks: • the Exchange Ratio is not adjustable based on the market price of Caladrius Common Stock, so the merger consideration at the Closing may have a greater or lesser value than at the time the Merger Agreement was signed; failure to complete the Merger may result in Caladrius or Cend paying a termination fee or expenses to the other and could harm the per share price of Caladrius Common Stock and future business and operations of each company; • the Merger may be completed even though material adverse changes may result solely from the announcement of the Merger, general economic or political conditions or conditions generally affecting the industries in which Caladrius and Cend operate and other causes; • some Caladrius and ▇▇▇▇ officers and directors have interests that are different from or in addition to those considered by stockholders of Caladrius and Cend and which may influence them to support or approve the Merger; • the market price of Caladrius Common Stock may decline as a result of the Merger; • Caladrius Stockholders and Cend S...

Material U.S. Federal Income Tax Consequences of the Merger’’ in this proxy statement/prospectus/information statement, each Cend Stockholder will generally recognize gain or loss, for U.S. federal income tax purposes, on the receipt of shares of Caladrius Common Stock issued to such Cend Stockholder and on any cash received in lieu of fractional shares in connection with the Merger. The tax consequences to each Cend Stockholder will depend on that stockholder’s particular circumstances. Each Cend Stockholder should consult with his, her or its tax advisor for a full understanding of the tax consequences of the Merger to that stockholder.

Material U.S. Federal Income Tax Consequences (See page 85) Exchange of Units (See page 66) Comparison of Rights of EnLink Unitholders and ONEOK Shareholders (See page 90)

Material U.S. Federal Income Tax Consequences of the Merger’’ in this proxy statement/prospectus/information statement. In the event that the Merger does not qualify as a reorganization, the Merger would result in taxable gain or loss for each Cend Stockholder, with the amount of such gain or loss determined by the amount that each Cend Stockholder’s adjusted tax basis in the Cend Capital Stock surrendered is less or more than the fair market value of the Caladrius Common Stock and any cash in lieu of a fractional share received in exchange therefor. Each holder of Cend Capital Stock is urged to consult with his, her or its own tax advisor with respect to the tax consequences of the Merger.