Clause Information
Tax Withholdings. TransAlta, Renewables and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any former Renewables Securityholder under the Plan of Arrangement, including from any amount payable to any Dissenting Shareholder or any dividend or other distribution payable pursuant to Section 5.6 of the Plan of Arrangement, as the case may be, such amounts as TransAlta, Renewables or the Depositary is required to deduct and withhold from such consideration in accordance with the Tax Act, the United States Internal Revenue Code of 1986 , or any other provision of any Applicable Laws. Any such amounts will be deducted and withheld from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes as having been paid to the former Renewables Securityholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a former Renewables Securityholder exceeds the cash component, if any, of the consideration otherwise payable to the holder, TransAlta and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the TransAlta Shares otherwise issuable to the holder as is necessary to provide sufficient funds to TransAlta or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and TransAlta or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and shall remit to such holder any unapplied balance of the proceeds of such sale (after deducting applicable sale commissions and any other reasonable expenses relating thereto). To the extent that TransAlta Shares are so sold or disposed of, such withheld amounts, or such TransAlta Shares so sold or disposed of, shall be treated for all purposes as having been issued to the holder in respect of which such sale or disposition was made, provided that such net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. TransAlta and the Depositary shall not be obligated to seek or obtain a minimum price for any TransAlta Shares sold or disposed of by it hereunder, nor shall TransAlta or the Depositary be liable for any loss arising out of any such sale or disposition.
| Clause Category: | Tax Withholding |
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