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|TRITON INTERNATIONAL LTD filed this Form 425 on 06/15/2016|
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If appraisal rights are determined by a court of competent jurisdiction to be available in connection with the proposed combination, any holder of shares of TAL common stock who has duly demanded and perfected appraisal in compliance with Section 262 will not, after the effective time of the proposed combination (the “Effective Time”), be entitled to receive any Holdco common shares in respect of the combination. TAL stockholders who receive cash as a result of the exercise of appraisal rights will recognize taxable gain or loss for federal income tax purposes.
Section 262 is reprinted in its entirety as Appendix A to this Supplement. The following discussion is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Appendix A. This discussion and Appendix A should be reviewed carefully by any holder who wishes to seek to exercise statutory appraisal rights or who wishes to preserve the right to do so, as failure to comply with the procedures set forth herein or therein will result in the loss of any potential appraisal rights.
A record holder of shares of TAL common stock who makes the demand described below with respect to such shares, who continuously is the record holder of such shares through the Effective Time, who otherwise complies with the statutory requirements of Section 262 and who neither votes in favor of adoption of the transaction agreement nor consents thereto in writing might be entitled to an appraisal by the Delaware Court of Chancery (the “Delaware Court”) of the fair value of his or her shares of TAL common stock. IF YOU HAVE PREVIOUSLY SUBMITTED A PROXY VOTING IN FAVOR OF ADOPTION OF THE TRANSACTION AGREEMENT AND WISH TO SEEK APPRAISAL RIGHTS, YOU MUST REVOKE YOUR PREVIOUSLY SUBMITTED PROXY IN ORDER TO VALIDLY PRESERVE ANY RIGHT TO DO SO. INSTRUCTIONS FOR REVOKING YOUR PROXY ARE SET FORTH IN THE PROXY STATEMENT/PROSPECTUS MAILED TO TAL STOCKHOLDERS ON OR ABOUT MAY 9, 2016. All references in this summary of appraisal rights to a “stockholder” or “holders of shares of TAL common stock” are to the record holder or holders of shares of TAL common stock.
Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, such as the special meeting of TAL stockholders to consider the proposed combination, not less than 20 days prior to the meeting, a constituent corporation must notify each of the holders of its stock for whom appraisal rights are available that such appraisal rights are available and include in each such notice a copy of Section 262. This Supplement shall constitute such notice to the holders of TAL common stock.
Holders of shares of TAL common stock who desire to seek to exercise their appraisal rights must not vote in favor of adoption of the transaction agreement and must deliver a separate written demand for appraisal to TAL prior to the vote by the TAL stockholders on adoption of the transaction agreement. A demand for appraisal must be executed by or on behalf of the stockholder of record and must reasonably inform TAL of the identity of the stockholder of record and that such stockholder intends thereby to demand appraisal of the TAL common stock. A proxy or vote against the adoption of the transaction agreement will not by itself constitute such a demand. Within 10 days after the Effective Time, TAL must provide notice of the Effective Time to all TAL stockholders who have complied with Section 262 and who have not voted in favor of or consented to the adoption of the transaction agreement.
A stockholder who seeks to exercise appraisal rights should mail or deliver his or her written demand to TAL’s Corporate Secretary at 100 Manhattanville Road, Purchase, New York 10577.
A person having a beneficial interest in shares of TAL common stock that are held of record in the name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow the steps summarized herein properly and in a timely manner to seek to perfect appraisal rights. If the shares of TAL common stock are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depositary or other nominee, such demand must be executed by or for the record owner. If the shares of TAL common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, such person is
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