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Canadian tax considerations A resident holder holding its Veren shares as capital property will, pursuant to s. 85.1, not recognize a capital gain or capital loss on the exchange unless such resident holder chooses to recognize all, but not a portion, of the capital gain or capital loss on the exchange. ... U.S. tax considerations Veren and Whitecap intend to treat the combination as a reorganization for purposes of s. 368(a) of the Internal Revenue Code. ...

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. ... U.S. tax considerations Code s. 7874 opinions The obligation to effect the Merger is conditional upon Progressive's and Waste Connections' receipt of Code s. 7874 opinions from Weil, Gotshal & Manges LLP and Locke Lord LLP, respectively, dated as of the closing date and subject to certain qualifications and limitations, to the effect that s. 7874 and the Treasury Regulations promulgated thereunder should not apply in such a manner so as to cause Progressive to be treated as a U.S. corporation for U.S. federal income tax purposes from and after the closing date of the Merger. ... Canadian tax considerations Consolidation Subject to the treatment of fractional shares, the Consolidation will result in all of the Progressive common shares being replaced by a lesser number of Progressive common shares in the same proportion for all Progressive shareholders, in circumstances where there is no change in the total capital represented by the issue, there is no change in the interest, rights or privileges of the shareholders and there are no concurrent changes in the capital structure of Progressive. ...

US tax considerations S. 7874 inversion rules Rules under code s. 7874 could cause Telesat Corporation or Telesat Partnership to be taxed as a U.S. corporation for U.S. federal income tax purposes (i) Telesat Corporation or Telesat Partnership acquired substantially all of the stock or assets of Loral (the “Acquisition Requirement”), (ii) following the acquisition, former shareholders of Loral own at least 80% of Telesat Corporation or Telesat Partnership by reason of their ownership of stock of Loral (the “80% Ownership Test”), (iii) the level of business activities conducted by Telesat Corporation or Telesat Partnership and its affiliates in Canada did not satisfy a certain minimum threshold level of activity (“Substantial Business Activities”), and (iv) in the case of Telesat Partnership, it is treated as a publicly traded partnership. ... Canadian tax considerations Merger The Merger will not be a “foreign merger” for the purposes of the Tax Act. ...

Consideration Holders of Tahoe Shares may elect to receive in exchange for each Tahoe Share held, either US$3.40 in cash (the “Cash Consideration”) or 0.2403 of a common share (each whole common share, a “Pan American Share”) in the capital of Pan American (the “Share Consideration”), subject in each case to proration based on a maximum cash consideration of US$275 million and a maximum of 56,074,675 Pan American Shares to be issued. ... The total consideration including CVRs has an implied value of US$4.10 per Tahoe Share. ... Each Tahoe Shareholder (other than Pan American) will transfer to Pan American each whole Tahoe Share held in exchange for one CVR and (a) in the case of a Tahoe Share for which the Tahoe Shareholder elects to receive Cash Consideration, the Cash Consideration, or (b) in the case of a Tahoe Share for which the Tahoe Shareholder elects or is deemed to have elected to receive Share Consideration, the Share Consideration. ...

A Resident Holder will not realize any capital gain (or capital loss) as a result of the exchange of their Brio Shares or Brio Warrants for Leagold Shares or Consideration Warrants under the amalgamation. Exercise of Consideration Warrant No gain or loss will be realized by a Resident Holder upon the exercise of a Consideration Warrant to acquire a Leagold Share. When a Consideration Warrant is exercised, the Resident Holder's cost of the Leagold Share acquired thereby will be equal to the aggregate of the Resident Holder's adjusted cost base of such Consideration Warrant and the exercise price paid for the Leagold Share. ...

This is being accomplished by a portion of the cash consideration for the public’s shares of Polycom being paid in cash (with much of the cash coming from Polycom itself.) ... The merger agreement provides for the issuance, on the merger, of shares by Polycom to Mitel (or Merger Sub’s immediate Delaware parent) in consideration for Mitel's payment of the aggregate consideration to the Polycom shareholders. ... The surviving corporation (Polycom) will issue 100,000 common to Merger Sub Parent or Parent in consideration for the Merger Consideration. ...

RSUs will be surrendered for cash equal to the per common share consideration of $4.90 per common share (the “Consideration”) less applicable withholdings. ... DSUs will be surrendered for cash equal to the consideration of $4.90 per common share (the “Consideration”) less applicable withholdings. ... Canadian tax considerations The share dispositions are taxable to resident taxable investors. ...

Bermuda LP assigns the note consideration received by it in 5 above, respecting the value of the Dundeal 31 and DGAL interests, to New Rivergate JV Holdco for treasury shares. Lux Holdco assumes the obligations of Lux Purchasers 3 and 4 respecting the notes referred to in 6 above in consideration for their issuing notes to it. ... Utrecht declares and pays a dividend equaling the aggregate consideration received by it in 4 and 5 above. ...

Primaris REIT An Ontario open-ended unit trust for which the settlor (the REIT) subscribed $10 for one unit in consideration for issuing a $10 note to the trust. ... The subscription price payable by the REIT for such units shall be set-off against the amount owing to the REIT by New Primaris Master LP under the note issued by it as part consideration for the drop-down in 5 above. ... Canadian tax considerations It is assumed that both the REIT and Primaris REIT will qualify as REITs. ...

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. ...