United States Holders. For purposes of this discussion, the term “
United States Holders. The receipt by a United States holder of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction under the United States Internal Revenue Code of 1986, as amended (the “Code”). A United States holder will generally recognize gain or loss in an amount equal to the difference between the cash received by the stockholder pursuant to the Offer or the Merger and the stockholder’s adjusted tax basis in the Shares tendered pursuant to the Offer or converted in the Merger. That gain or loss will be a capital gain or loss if the Shares are a capital asset in the hands of the stockholder, and will be long-term capital gain or loss if the Shares have been held for more than one year. Stockholders are urged to consult their own tax advisors as to the federal income tax treatment of a capital gain or loss (including limitations on the deductibility of a capital loss). A United States holder may be subject to backup withholding at a rate of 31% unless it provides its taxpayer identification number and certifies that the number is correct or properly certifies that it is awaiting a taxpayer identification number, or unless an exemption is demonstrated to apply. See “Procedures for Accepting the Offer and Tendering Shares — Other Requirements.” Backup withholding is not an additional tax. Amounts so withheld can be refunded or credited against the federal income tax liability of the stockholder, provided appropriate information is forwarded to the IRS. A tendering United States holder should complete the Substitute Form W-9 that is included in the Letter of Transmittal.
United States Holders. The exchange of Hostopia common stock for cash Merger Consideration in the Merger will be a taxable transaction for United States federal income tax purposes. A United States holder of Hostopia common stock generally will recognize capital gain or capital loss equal to the difference, if any, between the U.S. dollar value of cash received pursuant to the Merger, and such United States holder’s adjusted tax basis in the Hostopia common stock surrendered. Such capital gain or loss will be calculated separately for each block of shares exchanged in the Merger (i.e., shares acquired at the same cost in a single transaction) and will be long-term capital gain or loss if such block of shares has been held for more than one year on the date of the Merger. Long-term capital gains of individual United States holders are currently subject to United States federal income tax at preferential rates. The amount of any cash paid to a United States holder in Canadian dollars will equal the United States dollar value of the Canadian dollars, calculated by reference to the exchange rate in effect on the date the cash is received by the United States holder regardless of whether the Canadian dollars are converted into United States dollars. If the Canadian dollars received are not converted into United States dollars on the date of receipt, a United States holder will have a basis in the Canadian dollars equal to their United States dollar value on the date of receipt, and any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars will generally be treated as ordinary income or loss.
United States Holders. A non-United States stock or option holder is required to represent to Forgent Networks, Inc. that he, she or it is not a United States Person (as such term is defined in Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended) and provide its name and address on a properly executed Internal Revenue Service Form W-8BEN (“Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding”). SUBSTITUTE FORM W-9 PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER ON THIS SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY CASH PAYMENT MADE TO YOU PURSUANT TO THE MERGER. For assistance in completing this form, see the Guidelines for Certification of Taxpayer Identification Number on Substitute FORM W-9. Name(s) as shown above of registered owners of certificate(s) of shares of the capital stock or option(s) to purchase shares of capital stock of the Company. (If joint ownership, list first and circle the name of the person or entity whose taxpayer identification number you enter in Part I below). Business Name (sole proprietors, see enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute FORM W-9). Address:
United States Holders. This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of the notes and you are: • a citizen or resident of the United States; • a domestic corporation; • an estate whose income is subject to U.S. federal income tax regardless of its source; or • a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust. If you are not a United States holder, this section does not apply to you and you should refer to “— Non-United States Holders” below. Your notes will be treated as debt instruments subject to special rules governing contingent payment debt instruments for U.S. federal income tax purposes. Under those rules, the amount of interest you are required to take into account for each accrual period will be determined by constructing a projected payment schedule for your notes and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your notes (the “comparable yield”) and then determining as of the issue date a payment schedule that would produce the comparable yield. These rules will generally have the effect of requiring you to include amounts in income in respect of your notes prior to your receipt of cash attributable to such income. We have determined that the comparable yield for the notes is equal to 4.20% per annum, compounded semi- annually, with a projected payment at maturity of $1,132.94 based on an investment of $1,000. Based on this comparable yield, if you are an initial holder that holds a note until maturity and you pay your taxes on a calendar year basis, we have determined that you would be required to report the following amounts as ordinary income, not taking into account any positive or negative adjustments you may be required to take into account based on the actual payments on the notes, from the note each year: PS-27 Accrual Period Interest Deemed to Accrue During Accrual Period (per $1,000 note) Total Interest Deemed to Have Accrued from Original Issue Date (per $1,000 note) as of End of Accrual Period July 29, 2022 through December 31, 2022 $17.62 $17.62 January 1...
United States Holders. If you are a non-United States holder, please see the discussion under “United States Taxation — Taxation of Debt Securities — Non-United States Holders” in the accompanying prospectus for a description of the tax consequences relevant to you. You are a non-United States holder if you are the beneficial owner of the notes and are, for U.S. federal income tax purposes: • a nonresident alien individual; • a foreign corporation; or • an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the notes. The Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of amounts you receive upon the sale, exchange or maturity of your notes, could be collected via withholding. If these regulations were to apply to the notes, we may be required to withhold such taxes if any U.S.-source dividends are paid on the stocks included in the underlier during the term of the notes. We could also require you to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to the maturity of the notes in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2025, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial i...
United States Holders. A United States holder of Stock is required to give Paying Agent the TIN of the record owner of the shares of Stock being surrendered for payment in connection with the Merger Agreement.
United States Holders. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a United States Holder will recognize gain or loss in an amount equal to the difference between such United States Holder’s adjusted tax basis in such Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into the right to receive cash in the Merger. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if, on the date of sale (or, if applicable, the date of the Merger), such Shares have been held for more than one year. Long-term capital gains recognized by an individual generally will be taxed at preferential rates. Capital losses may be subject to limits on deductibility.
United States Holders. For purposes of this discussion, the term "United States holder" means a beneficial owner of Shares that is, for United States federal income tax purposes: • an individual citizen or resident of the United States; • a corporation (or any other entity or arrangement treated as a corporation for United States federal income tax purposes) organized in or under the laws of the United States or any state thereof or the District of Columbia; • an estate, the income of which is subject to United States federal income taxation regardless of its source; or • a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has validly elected to be treated as a "United States person" under applicable Treasury regulations.
United States Holders. No withholding of United States federal income tax will apply to interest paid on notes to a non-United States Holder under the “portfolio interest exemption,” so long as: • the interest is not effectively connected with the non-United States Holder’s conduct of a trade or business in the United States; • the non-United States Holder does not actually or constructively own 10% or more of the capital or profits interests in us; • the non-United States Holder is not a controlled foreign corporation that is related directly or constructively to us through stock ownership; • the non-United States Holder is not a bank that acquired the notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and • the non-United States Holder provides to the withholding agent, in accordance with specified procedures, a statement to the effect that such non-United States Holder is not a United States person (generally by providing a properly executed IRS Form W-8BEN). If a non-United States Holder cannot satisfy the requirements of the portfolio interest exemption described above, interest paid on the notes (including payments in respect of OID, if any, on the notes) made to a non-United States Holder should be subject to a 30% United States federal withholding tax, unless that non-United States Holder provides the withholding agent with a properly executed statement (i) claiming an exemption from or reduction of withholding under an applicable United States income tax treaty or (ii) stating that the interest is not subject to withholding tax because it is effectively connected with that non-United States Holder’s conduct of a trade or business in the United States. If a non-United States Holder is engaged in a trade or business in the United States (or, if an applicable United States income tax treaty applies, if the non-United States Holder maintains a permanent establishment within the United States) and the interest is effectively connected with the conduct of that trade or business (or, if an applicable United States income tax treaty applies, attributable to that permanent establishment), that non-United States Holder will be subject to United States federal income tax on the interest on a net income basis in the same manner as if that non-United States Holder were a United States Holder. In addition, a non-United States Holder that is a foreign corporation engaged in a trade or busine...
