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Consideration for Filo shares Filo shareholders (other than those dissenting and the BHP/Lundin purchaser parties or their affiliates) will receive, as consideration for their shares, at their election: (i) $33.00 in cash for each Filo Share (the “Cash Consideration”), or (ii) 2.3578 Lundin Mining Shares for each Filo Share held (the Share Consideration), plus for each whole Lundin Mining Share issued to such shareholder, $0.0001 in cash (the “Share Consideration Cash”), or (iii) a combination of (i) and (ii) in exchange for the aggregate number of Filo Shares in respect of which such election is made. The Cash Consideration and Share Consideration are subject, in each case, to pro-ration based on a maximum cash consideration of approximately $2,767 million (the sum of the Maximum BHP Cash and the Maximum Lundin Mining Cash) and a maximum of approximately 92.1 million Lundin Mining Shares (the Maximum Share Consideration). ... All Filo shares held by BHP will be transferred to JVCo in consideration for a specified number of JVCo shares. ...

Unit Election Each Canadian Shareholder may elect: to receive from the Purchaser the Cash Consideration for each of its Common Share; or to receive from Exchange LP (A) the Unit Consideration for each of its Common Shares, or (B) the Unit Consideration per Common Share for certain of its Common Shares and the Cash Consideration per Common Share for the balance of its Common Shares (a "Unit Election").An Electing Canadian Shareholder can elect for a portion of the amount payable under the Arrangement as Cash Consideration and a portion as Unit Consideration. ... Canadian tax considerations BIP BIP is not a "SIFT partnership" as defined in s.197(1) based on the understanding that BIP is not a "Canadian resident partnership." Cash consideration A Resident that receives Cash Consideration from the Purchaser in exchange for its Common Shares under the Arrangement will realize a capital gain (or a capital loss) equal to the amount by which the aggregate cash payment exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of such Common Shares and any reasonable costs of disposition. ...

The consideration for each InterOil share consists of that number of ExxonMobil shares having a fixed value of U.S.$45.00 per share (or U.S.$2.3B in total), plus a cash payment of U.S.$26.87 per share (or U.S.$1.37B in total). ... Each Common Share will be transferred to AcquisitionCo in exchange for the Consideration (i.e., ExxonMobil shares and the CRP), and the payment of the CRP portion of the Consideration will be satisfied by the delivery thereof by AcquisitionCo to the Escrow Agent in accordance with the terms of the CRP Agreement. ... U.S. tax considerations The amount, timing and character of any gain, income or loss with respect to the CRP Rights are uncertain. ...

Each Wheels Share (other of a Dissenting Shareholder) will be transferred to the Purchaser by the holder thereof in exchange for the Cash Consideration, Share Consideration or Combined Consideration elected or deemed to be elected by such former Shareholder, subject to proration of the Share Consideration elected by the Locked-up Shareholders (and any other Wheels Shareholders who did not make a valid election). Canadian tax considerations The exchange will occur on a taxable basis. U.S. tax considerations The disposition of Wheels Shares for consideration in the Arrangement will be a taxable transaction to U.S. ...

Overview of Consideration The Arrangement Agreement provides for the implementation of a CBCA Arrangement pursuant to which, among other things, the Shareholders will receive, for each Share held, US$25.00 in cash upfront (the "Cash Consideration") for an initial aggregate consideration of approximately US$1.04 billion, plus deferred payments on the achievement of a future regulatory milestone in the form of a contingent value right ("CVR"), and together with the Cash Consideration, the "Consideration") of US$6.00 per Share upon U.S. ... Concurrently with the preceding step, each outstanding Share shall be transferred by the holder thereof to the Purchaser in exchange for the Consideration per Share. ... Internal Revenue Code (as discussed below) and the balance, in general, as additional consideration for the disposition of the Shares. ...

Arrangement Consideration The Arrangement Cash Consideration for a Paladin Share consists of the Arrangement Cash Consideration, the Arrangement Stock Consideration and the Arrangement Therapeutics Consideration. The Arrangement Cash Consideration is $1.16 in cash, subject to adjustment. ... In consideration for the above-noted consideration, CanCo 1 will issue 35M common shares to New Endo having full stated capital. ...

Public shareholders will be offered cash or shares of SIRI for their Company shares, subject to proration based on a maximum share consideration. ... In the case of a Class B Share of the Company, the corresponding consideration will be (i) $1.50 in cash ("Class B Cash Consideration"); (ii) 0.299 of a SIRI Share; or (iii) 0.299 of an Exchangeable Share (collectively, the "Class B Share Consideration." ... Taxable exchange A transfer of Company Shares to the Purchaser for Cash Consideration or SIRI Shares will occur on a taxable basis. ...

Dissenting Units will be transferred to the REIT in consideration for debt claims against the REIT. Each Unit entitled to receive Cash Consideration will be redeemed by the REIT. ... The REIT will redeem all of the outstanding Units for consideration per outstanding Unit consisting solely of the Non-Cash Consideration. ...

Sale Transaction Under the Transactions, (i) the Purchaser will purchase the (a) the US Holdco Notes, (b) the Cdn Holdco Shares, and (c) the New Cdn Holdco Shares (the “Purchased Securities”) from the Trust and the Commercial Trust in the “Sale Transaction” described below, in consideration for a cash payment equal to the Total Consideration (being C$8.80 multiplied by the aggregate number of Units, deferred trust units and phantom trust units, and (ii) following the closing of the Sale Transaction, the Trust will, pursuant to the Winding-up Transaction (described below), redeem all of its issued and outstanding Units from Unitholders in consideration for the payment of the Per Unit Consideration of C$8.80 per Unit to Unitholders (other than Dissenting Unitholders) in cash, less any applicable withholdings. ... Efficient form of transactions The structure of the Transactions is intended to minimize certain tax inefficiencies that would otherwise have resulted from either a sale of Units or a sale of the US Holdco Shares, and thus maximize the Per Unit Consideration receivable by Unitholders. ... Holder will recognize gain or loss upon such redemption equal to the difference between the Per Unit Consideration receivable on the redemption of its Units (determined utilizing the US$/C$ spot rate on the date of the redemption) and the U.S Holder's adjusted tax basis in its Units (as described below). ...

Pre-closing transaction steps Prior to Closing: CP Acquisition LP will transfer the Veranda Property to Veranda Property LLC in consideration for the assumption by Veranda Property LLC of the Veranda Property liabilities and additional membership interests in Veranda Property LLC; and Investment LP also will transfer the Holding LP Interest to Intermediate LP in consideration for additional limited partnership interests in Intermediate LP; Closing steps Intermediate LP will transfer to the Purchaser the limited partner interest in Holding LP Interest (the “Holding LP Interest”) for cash consideration equal to the Fund value minus the less the CP sale proceeds described below and the carried interest entitlement of the GP of Holding LP; CP Holding LP will transfer 50% of the membership interest in CP Acquisition GP LLC to the U.S. REIT Subsidiary for cash consideration of U.S.$39K; and CP Holding LP will transfer the limited partner interest in CP Acquisition LP (the “CP Acquisition LP Interest”) to the U.S. REIT Subsidiary for cash consideration of U.S.$7.8M; and simultaneously, the Purchaser will cause CP Acquisition GP LLC to distribute its GP interest in CP Acquisition LP to the U.S. ...