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The Company will not be required to accept for purchase, purchase or pay for any Shares deposited, and may terminate or cancel the Offer if the Company determines, in its sole judgment, acting reasonably, that it would be subject to Part VI.1 tax in connection with the Offer or if the completion of the Offer subjects the Company to any material tax liability. ...

However, because the cash portion of the consideration payable to Polycom stockholders in connection with the merger is fixed, based on the operation of these rules, a substantial decline in the trading price of Mitel common shares could cause the Section 7874 ownership percentage to equal or exceed 80%, in which case Mitel would be treated as a U.S. corporation for U.S. federal income tax purposes, unless the transaction is restructured as described below. ...

If the CVRs are considered to be a debt obligation for the purposes of the ITA (notwithstanding that the amount ultimately payable under the CVRs is uncertain and unlimited), a Canadian Holder may be required to accrue as income the maximum amount payable under the CVRs held by them (generally in excess of the amount for which the CVRs were issued), in the taxation year of the receipt of the CVRs, in the period during which the CVRs are held, or on a disposition of the CVRs (including in connection with the receipt of a Redemption Amount). ...

Holder owns at least 50% of ECN Capital's stock by value) and ECN Capital owns a subsidiary PFIC, the issuance of ECN Capital Common Shares in connection with the IAC Arrangement may be treated, under proposed Treasury Regulations, as the "indirect disposition" by any such U.S. ...

Terms of Co-Ownership Agreement In connection with each sale to a Co-Owner of a Series Co-Ownership Interest, the Co-Owner will enter into a Series Co-Ownership Agreement, pursuant to which the Co-Owner will purchase, and the Originator or another Co-Owner will sell, transfer, assign and convey to it, a Series Co-Ownership Interest as of the date specified therein. ...

., of the Arrangement); In connection with 2, the Corporation will deduct from the stated capital of the Shares an amount equal to the aggregate stated capital, immediately before the exchange in 2, of the Participating Shares; The Corporation will add to the stated capital account of the New Common Shares an amount in Canadian dollars equal to the difference between (i) the aggregate PUC of the Participating Shares immediately before such exchange, and (ii) the Aggregate Cash Distribution Amount in Canadian dollars; Each New Common Share will be exchanged for one Share. ...

Domestication should, unless such holder validly makes the “all earnings and profits” election described below, be required to recognize gain, but not a loss, with respect to their shares of Common Stock of Ovintiv in connection with the U.S. ...

., for which there is an entitlement to receive H&R units), the "FT Percentage" of each such unit (corresponding to the relative fair market value of a H&R Finance Trust relative to that of an H&R stapled unit- apparently under 4% per p. 34) will be transferred by such unitholder to H&R REIT in consideration for 1.166 H&R Finance Trust units (together with certain ancillary rights under certain plans) The conversion features of various Primaris convertible debentures will be amended respecting their conversion now into H&R stapled units Restricted units issued under the Primaris equity incentive plan will be transferred by the holders to Primaris in consideration for replacement units issued by H&R REIT As contemplated in ITA s. 132.2, Primaris will transfer its property (other than $1,000 of cash) to H&R REIT in consideration for (i) H&R REIT units equal to the number of Primaris units (including those held by H&R REIT, but excluding one "Designated Unit" held by H&R REIT), multiplied by 1.166, multiplied by the inverse of the FT Percentage, and (ii) the assumption by H&R REIT of liabilities including the Primaris convertible debentures Also as contemplated in ITA s. 132.2, Primaris will then redeem all its units (other than the Designated Unit) by distributing its H&R REIT units (with the H&R REIT units so distributed to H&R REIT being cancelled by H&R REIT) Options granted by Primaris pursuant to its equity incentive plan will be surrendered for consideration consisting solely of replacement H&R REIT options in accordance with s. 7(1.4) "Separately, and not as consideration arising in connection with the exchange referred to in the immediately preceding step," each holder of a replacement H&R REIT option will be granted by H&R REIT a corresponding option to acquire an equivalent number of H&R Finance Trust units at an exercise price equal to the fair market value of such H&R Finance Trust units at the time of exercise Break fee $100M ($70M to H&R REIT and $30M to H&R REIT (U.S.) ...

In addition, the applicable lenders have agreed in connection with the Recapitalization to provide the New Revolving Facility to the Company with a commitment of $400 million on specified terms and conditions. ...