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The anti-inversion rules in Code s. 7874 are not expected to apply as the REIT will have substantial business activities in Canada and because the number of Units issued in connection with the US property acquisitions is not expected to exceed 60% of the total Units issued in connection with all the property acquisitions. ...

Non-residents A Non-Resident Holder whose Canmarc Units (or units of Canmarc which have been received in exchange for Canmarc Units) are redeemed by Canmarc pursuant to the Subsequent Acquisition Transaction will be subject to Canadian withholding tax at the rate of 25%, unless such rate is reduced under the provisions of an applicable tax treaty, on that portion of Canmarc's income (other than taxable capital gains designated by Canmarc in respect of the Non-Resident Holder) for the taxation year as is allocated and paid by Canmarc to the Non-Resident Holder in connection with the redemption of such units. There would be Canadian withholding tax at the rate of 25% on an amount which is allocated and paid by Canmarc to the Non-Resident Holder in connection with the redemption of the Non-Resident Holder's units if Canmarc has a "TCP Gains Balance" (as defined in the Tax Act) at that time, but only if Canmarc designates more than 5% of the related net taxable capital gains for the year to Canmarc unitholders that are either Non-resident persons or partnerships which are not "Canadian partnerships. ...

The proceeds will be used to finance a portion of the total consideration payable by the Purchaser in connection with the Arrangement. Equity financing of privatization On April 26, 2017, the Purchaser entered into equity commitment letters with each of Power Energy and Mica3 (an entity controlled by Michel Ringuet, a director of the Corporation) pursuant to which they agreed to make direct or indirect cash equity investments in the Purchaser in a maximum aggregate amount of $277,000,000 in the case of Power Energy (such amount to be reduced, as applicable, in the event that the Purchaser does not require the full amount by reason of the Purchaser having obtained funds from other sources) and $3,000,000 in the case of Mica3 to finance a portion of the total consideration payable by the Purchaser in connection with the Arrangement. ...

The REIT will issue Special Voting Units in connection with the issuance of the Class B Units, each of which will carry one vote per Special Voting Unit. ... In connection with the amendment and restatement of the Partnership limited partnership agreement), MPI will exchange its limited partner interest in the Partnership for Class A Units, Class B Units and Class C Units. Special Voting Units will be issued by the REIT to MPI in connection with the issuance of the Class B Units. ...

Maxar-- summary under New Non-Resident Holdco Summary Under Tax Topics- Public Transactions- Other- Continuances/Migrations- New Non-Resident Holdco Maxar Canada shareholders exchanged all their shares for a new U.S. holding company Overview In connection with regulatory approval of its acquisition of DigitalGlobe, Maxar Technologies Ltd. ... Reasons for Domestication In connection with regulatory approval of its acquisition of DigitalGlobe, the U.S. ... Whether gain under s. 367 Code s. 367 applies to certain non-recognition transactions involving foreign corporations and has the effect of imposing income tax on certain U.S. persons in connection with transactions that would otherwise be tax-free. ...

A break fee of $15 million is payable in connection with the acceptance of a superior proposal or if the Extorre ceases to support the transaction. ...

Jackpotjoy/Intertain-- summary under New Non-Resident Holdco Summary Under Tax Topics- Public Transactions- Other- Continuances/Migrations- New Non-Resident Holdco Use by Intertain of an exchangeable share structure in connection with interposing a new public U.K. holding Overview Intertain, which is an OBCA holding company listed on the TSX, holds most of its assets in non-resident subsidiaries and generates substantially all of its (on-line gaming) revenues in Europe through such subsidiaries. ...

" "GAR B also will be authorized to issue class A limited partnership units, which generally will be issued to the REIT in connection with a redemption of GAR B Exchangeable Units. ... Proposed transactions In connection with the implementation of the Combination Transaction: The SUSO 1 declaration of trust will be amended to make the SUSO 1 class I units convertible into SUSO 1 class U units (a.k.a., Class U Units) and to rename SUSO 1 as Slate Retail REIT (the "REIT"). ...

Jackpotjoy/Intertain-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Use by Intertain of an exchangeable share structure in connection with interposing a new public U.K. holding Overview Intertain, which is an OBCA holding company listed on the TSX, holds most of its assets in non-resident subsidiaries and generates substantially all of its (on-line gaming) revenues in Europe through such subsidiaries. ... The main purpose of the Capital Reduction is to: (a) create distributable reserves on the balance sheet of Jackpotjoy which will provide Jackpotjoy with flexibility to pay dividends in the future if appropriate and (b) to cancel the shares of Jackpotjoy issued in connection with its incorporation. ... U.K. tax consequences A disposal or deemed disposal of Jackpotjoy Shares by a holder who is not resident in the UK and is not is carrying on a trade in the UK through a branch or agency (or permanent establishment in the case of a corporate holder) in connection with which the Jackpotjoy Shares are used, held or acquired, will not generally be subject to UK taxation of capital gains unless the holder is an individual who has ceased to be resident for tax purposes in the UK for the purposes of double taxation arrangements ("treaty non-resident") for a period of less than five tax years of assessment and who disposes of all or part of his Jackpotjoy Shares during that period. ...