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Some U.S. unitholders hold exchangeable units of Limited Partnership 2 ("Class B LP2 Units"). ... GAR B holds LP Units of GAR Holdings (a Delaware LP directly or indirectly holding retail properties) and Class C LP2 Units of Limited Partnership 2. ... SUSO 3 will arrange for the transfer of the LP interest in the SUSO 3 GP from the current holders thereof to an affiliate of the REIT in consideration for Class B Units of Limited Partnership 1 or 2 and agree to file any elections which could cause this to occur on a tax deferred basis. ...

In addition, Danish Opco transferred its Swedish and Norwegian assets and subsidiaries to another new Danish corporation (“Demergerco 2”), and Demergerco 2 issued shares to Danish Holdco (in respect of the shares of Danish Opco owned by Danish Holdco) having a FMV equal to the net value of such transferred assets and shares. ... Various transactions were then effected so that: Demergerco 2 (now holding the Swedish and Norwegian businesses) became an indirect wholly owned subsidiary of Tryg; and Demergerco 1 (with the Danish business) was jointly owned by Intact and Tryg. ... Rulings on demerger transactions 2020-0875391R3 ruled that ss. 15(1.5)(a)(i), (b) and (c) applied to the demerger transactions so that: Danish Opco and Danish Holdco were treated as if Danish Opco had distributed the shares of Demergerco 1 and Demergerco 2 to Danish Holdco as a dividend in kind. ...

On the amalgamation: each issued and outstanding Gallic share (other than Gallic shares held by Petromanas) is exchanged for 03736 of a Petromanas share Petromanas's shares of AcquisitionCo and of Petromanas become shares of AmalCo on a 1-for-1 basis warrants entitling the holders to acquire Gallic shares ("Gallic Warrants") are exchanged for warrants to acquire Petromanas shares equal in number to that number of Gallic shares otherwise issuable on the exercise of the Gallic Warrants multiplied by 0.3736, with the exercise price adjusted accordingly S. 85 elections Exchanging Gallic Shareholders who wish to make an s. 85(1) or (2) election must provide a completed election package within 90 days of the effective date of the arrangement, subject to Petromanas extending this deadline. Canadian tax consequences The transfer of Gallic shares held as capital property by Exchanging Gallic Shareholders will occur on a rollover basis under s. 85.1 unless they include any portion of the capital gain or loss otherwise to be recognized in the computation of their income for the year, or they make a valid election under s. 85(1) or (2). ...

Canadian tax consequences Share exchange Provided that the fair market value of the 7,750,000 New Series 2 Warrants is less than the paid-up capital of the Lightstream Class A Shares, the Company will not be deemed to have paid a dividend to Resident Holders under s, 84(3). The Company estimates that the fair market value of the New Series 2 Warrants to be distributed to Shareholders on the Share Exchange will be less than the paid-up capital of the Lightstream Class A Shares at such time and, as a result, no deemed dividend should arise. The Share Exchange will occur under s. 86 and current s. 84(4.1) will not apply to deem the distribution of the New Series 2 Warrants to the Resident Holders to be a dividend. ...

The Limited Partnership's Common Shares will be transferred to Newco in consideration for an interest-bearing 10-year subordinated note and a non-interest-bearing subordinated note (Newco Note 2 and 1, respectively) and Newco common shares. Killam Amalco and Newco will be amalgamated under the CBCA to form Killam Amalco 2. ... The REIT will assume all of the obligations under the Convertible Debentures in consideration for the issuance by Killam Amalco 2 to it of a subordinated note with equivalent principal and with other terms to be agreed. ...

There was a three-party exchange under which the Maxar Canada shareholders transferred their shares to a newly-formed B.C. unlimited liability company subsidiary of Maxar Canada (“AcquisitionCo”); a newly-formed Delaware subsidiary of Maxar Canada (“Maxar U.S.”) issued shares to the former Maxar Canada shareholders in consideration for the transfer to it of Maxar Canada in 1; and, AcquisitionCo issued common shares to Maxar U.S. in consideration for the issuance by Maxar U.S. in 2. ... Simultaneously with 2, Maxar U.S. will issue the Consideration to the transferring holders in 2; Simultaneously with 2, AcquisitionCo will issue common shares to Maxar U.S. in consideration for the issuance of the Consideration. ...

MAA Purchasers (comprising the Lux Purchasers and Cayman Purchasers) Three Caymans companies (Cayman Purchaser 1, 2 and 3) which are subsidiaries of three Luxembourg companies (Lux Purchaser 1, 2 and 3, the “Lux Purchasers”) indirectly owned by three Blackstone-managed funds. ... Lux Purchasers 1 and 2 acquire from Bermuda LP and Utrecht (a Netherlands subsidiary of Bermuda LP) 20% and 80%, respectively, of the interests in various subsidiary Dutch Cooperatives, as well as loans owing by subsidiaries of those Dutch Cooperatives to Bermuda LP, for cash consideration paid as to 99.9% and 0.1% to Bermuda LP and Utrecht. ... New Rivergate JV Holdco completes the purchase agreement in 2 above and pays the consideration by way of set-off against the notes now owing to it by Lux Holdco (see 7 above). ...

Each outstanding Angle share will be transferred to Bellatrix for the Cash Consideration or Share Consideration, subject to pro-ration based on the aggregate Cash Consideration being fixed at $69.7M and provided that where an Angle. shareholder, who has received both Share Consideration and Cash Consideration, makes a valid s. 85(1) or (2) election, it "shall be deemed to have transferred all of such holder's Angle Shares to Bellatrix as a single transaction for consideration consisting of the combination of Bellatrix Shares and cash received under this Plan. ... Election forms Pre-signed s. 85(1) or (2) election forms will be available on the Bellatrix website within 60 days of the Effective Date of the plan of arrangement. ...

The proposed transactions will satisfy the requirement for Sereno to engage in a qualifying transaction under the CPC programme of the TSXV (see TSX-V Policy 2.4- Capital Pool Companies), thereby permitting it to graduate from a capital pool company to a Tier 2 Real Estate or Investment Issuer. ... The purpose of this transaction is to meet the minimum public board lot requirements for a Tier 2 Real Estate or Investment Issuer. ...

Canadian tax consequences The tendering of Osisko shares will not occur on a rollover basis (no s. 85(1) (or (2) election procedure is provided.) ... It is uncertain whether the Acquisition and certain related transactions will be treated as a tax-deferred reorganization because the availability of such treatment will depend upon (1) a number of factors that cannot be predicted currently (including the number of shares to be tendered to the Offer), and (2) whether certain other transactions occur after the Acquisition and, if so, whether the Acquisition and such other transactions may be characterized as a single, integrated transaction or as separate transactions…. ...