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Tim Hortons Plan of Arrangement consideration Each holder of a Tim Hortons common share will be entitled to receive in exchange therefor C$65.50 in cash and 0.8025 newly issued Holdings common shares (the "arrangement mixed consideration") other than shareholders who elect to receive cash of C$88.50 per share (the "arrangement cash consideration") or 3.0879 newly issued Holdings common shares (the "arrangement share consideration") in exchange therefor. However, the overall cash and Holdings common shares available for all Tim Hortons shareholders will be fixed at the aggregate amount of cash and shares that would have been issued if all Tim Hortons common shareholders elected for the arrangement mixed consideration. ... Burger King Worldwide merger On the merger: Merger Sub will be merged with and into Burger King Worldwide, with Burger King Worldwide as the "Surviving Company;" each share of Merger Sub held by Holdings and Partnership will be converted into one share of the Surviving Company and Surviving Company will further issue its shares to Holdings and to Partnership in consideration of Holdings' issuing the Holdings consideration in (c) below and Partnership issuing the exchangeable consideration in (d) below [see also 2001-0068223]; except as noted in (d) below, each common share of Burger King Worldwide will be converted into the right to receive 0.99 newly issued Holdings common shares and 0.01 newly issued exchangeable units of Partnership (the "Holdings consideration") (plus cash in lieu of any fractional share); and if the BKW stockholder has made an "exchangeable election" in respect of the BKW share, it instead will be converted into the right to receive one exchangeable unit of Partnership (the "exchangeable consideration"); however, the maximum number of Partnership exchangeable units to be issued will be limited to ensure that Holdings' interest in Partnership is at least 50.1% of the fair market value of all equity interests in Partnership – so that proration may apply. ...

In consideration for the Consideration issued or paid by Oil Search (for the benefit of Purchaser in 6) to InterOil’s shareholders, Purchaser shall issue common shares to Oil Search with an aggregate fair market value (“FMV”) and stated capital equal to the FMV of the Consideration. Purchaser will purchase all of the outstanding Company shares for the Consideration paid by Oil Search (5 and 6 occur simultaneosly). ... U.S. tax consequences Exchange The receipt of the Consideration in exchange for Common Shares will be a taxable transaction for Code purposes. ...

The Purchaser (a limited partnership) then subscribed for REIT units in consideration for cash and “Subscription Notes” issued by it to the REIT. ... Units of dissenting Unitholders will be deemed to be transferred to the REIT in consideration for a debt claim. ... However, the latter are not expected to exceed 2.1% of the aggregate consideration. ...

Only such an Eligible Holder who validly elects (or for whom the registered holder validly elects) to receive Exchangeable Shares as part of the Consideration, prior to the election deadline will also be entitled to make a joint election (with Exchangeco) pursuant to section 85 of the Tax Act with respect to its transfer of its Whistler Shares to Exchangeco and receipt of the Consideration in respect thereof. ... Each Whistler Share shall be transferred to Exchangeco in exchange for the Consideration. ... Taxable exchange The exchange of Whistler Shares for Consideration consisting of Vail Shares and cash will generally be a taxable event to a Resident Holder. ...

Proration of consideration Under the Transaction, the aggregate Consideration will be comprised of approximately 58% in Choice Properties Units and 42% in cash. ... Each Unit in respect of which a Unitholder is entitled to receive Cash Consideration shall be redeemed. ... The REIT shall redeem each Restricted Unit for such Non-Cash Consideration. ...

Transactions Steps 2 to 13 below will occur pursuant to a CBCA Plan of Arrangement: KPI will contribute its Class A units of SLP to New LP in consideration for a note (the New LP Note) and units of New LP. ... Killam MLP will transfer all the shares of KPI and the notes acquired by it in 3 to Killam MFC in consideration for 100 Class B preferred shares of Killam MFC. ... However, concurrently with the transfer of such Special Units, Killam MLP will be deemed to have renounced its right to receive the Special Units, and those units will be cancelled for no consideration. ...

The shares of the GP will be sold to the Purchaser for nominal consideration. The Class A LP Units will be transferred by the REIT to the Purchaser for cash consideration equal to $4.95 per (REIT) Unit minus any cash distributions declared by the REIT between the date of the Arrangement Agreement and the Effective Time (being the amount of the “Consideration”). ... The (REIT) Units will be redeemed for the Consideration. The SVUs will be converted into (REIT) Units on a one-for-one basis. ...

Proration of cash and share consideration Proration will be effected such that Shareholders will receive, in the aggregate, cash in respect of 75% of the issued and outstanding Shares (or approximately $3.377 billion) and Metro Shares in respect of 25% of the issued and outstanding Shares (or a value of approximately $1.126 billion). ... The Amalgamation Agreement provides that the paid-up capital of an Amalco Redeemable Share will be equal to the Cash Consideration and, as a result, a deemed dividend will not arise from the redemption by Amalco of the Amalco Redeemable Shares owned by a Resident Holder. ... U.S. tax consequences The exchange of Shares for the Cash Consideration, the Share Consideration, or a combination thereof pursuant to the Amalgamation will be a taxable transaction for U.S. federal income tax purposes. ...

In consideration the Purchaser will pay to the REIT an amount in cash equal to (i) US$16.15 multiplied by the number of Units outstanding immediately prior to the Closing assuming the settlement (for Units) or exercise of all Deferred Trust Units and Options, less (ii) the aggregate exercise price of all Options outstanding immediately prior to the Closing (the "REIT Consideration"). ... The holders of Options will be permitted to elect, in lieu of exercising Options, to have the REIT purchase their Options for cancellation in consideration for a cash payment. ... Canadian tax considerations Sale to Purchaser The REIT will realize a capital gain on the disposition of the Purchased Assets. ...

Each of the Units held by a Dissenting Holder will be deemed to have been transferred to the Purchaser in consideration for a debt claim against the Purchaser. Concurrently with 5, each other Unit outstanding shall be deemed to be assigned in exchange for the Consideration. All Pure Debentures will be deemed to be assigned to the Purchaser in exchange for the Debenture consideration. ...