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The shares of Progressive will then be consolidated (so that the Waste Connections shareholders have the same number of shares as before) – and Progressive will be renamed Waste Connections by means of amalgamation with a shell Ontario subsidiary with that name. ... Merger Merger Sub will merge with and into Waste Connections (the ''Merger''), with Waste Connections continuing as the surviving corporation and a subsidiary of Progressive. On the Merger, Waste Connections stockholders will receive newly issued Progressive common shares as consideration under the Merger at an exchange ratio of 2.076843 Progressive common shares for every one common share of Waste Connections common stock, so that Progressive and Waste Connections stockholders will hold approximately 30% and 70%, respectively, of post-Merger Progressive common shares. ...

Progressive/Waste Management-- summary under Reverse takeovers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Reverse takeovers reverse takeover of Progressive Waste Solutions by Waste Management under Delaware merger Overview It is proposed that Waste Connections, a NYSE-listed Delaware corporation, will effect a reverse takeover of Progressive, a TSX and NYSE-listed OBCA corporation, through a merger of Waste Connections with a Delaware shell sub of Progressive, with Waste Connections as the survivor and with Waste Connections’ shareholders receiving common shares of Progressive so as to end up holding 70% of Progressive. The shares of Progressive will then be consolidated (so that the Waste Connections shareholders have the same number of shares as before) – and Progressive will be renamed Waste Connections by means of amalgamation with a shell Ontario subsidiary with that name. ... Treasury Department and IRS proposals, that could cause intercompany debt if it were to exceed the currently outstanding debt of Waste Connections to be treated as equity, would reduce the adjusted free cash flow expected in the first year following the Merger by less than 3%. ...

" Part XIII tax "By virtue of the fact that the Series G Debentures are convertible into Units of the REIT, there is a risk that both (i) the amount of the Offer Price that exceeds the principal amount of the Series G Debentures (the "Excess"); and (ii) all interest paid or deemed to be paid to a Non-Resident Holder in connection with the Offer could be considered to be participating debt interest, in which case Canadian withholding tax would apply. ... As a result there is a risk that both (i) the Excess; and (ii) all interest paid or deemed to be paid to a Non-Resident Holder in connection with the Offer could be subject to Canadian withholding tax. ...

In connection with the Offering. Shred-it will acquire all of the common shares of the General Partner. ... In connection with the Offering, Shred-it also will have contributed its general partner interest in Boost Holdings LP to a wholly-owned subsidiary ("New GP"). ... Our payment obligations under the TRA with respect to interests in the Partnership treated as sold for U.S. federal income tax purposes to us in connection with this Offering are expected to be calculated based on the Offering Price, net of Underwriters' Commission and other Offering related costs. ...

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. ...