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Plan of Arrangement All rights under the Rights Plan shall be cancelled; Each Unit Option, Deferred Unit, Restricted Unit and Performance Unit shall be transferred by its holder to the Trust for cash, less applicable withholding; The Trust shall pay out, as a special distribution on the Units, the amount, if any, that is determined by it prior to the Effective Time to be equal to its bona fide best estimate of the amount, if any, of its taxable income for the taxation year of the Trust that ends on the Effective Date of the Arrangement (such amount to be reduced to take into account any deductions under subsection 104(6) of the Tax Act in respect of prior distributions during that period); The articles of CanCo SPV shall be amended to create the CanCo SPV Preferred Shares (whose attributes have been removed from the Circular Copy of the Plan of Arrangement); New Canco shall subscribe for 80,556,000 CanCo SPV Preferred Shares, at a subscription price of $0.00001 per share, or $805.56 in aggregate; The existing Trustees of the Trust shall resign and a B.C. corporation formed by Purchaser shall become the sole trustee of the Trust; Each Dissent Unit shall be transferred to Purchaser; Each Unit (other than the Secondary Purchased Units and any Dissent Units) shall be transferred and assigned in exchange for the “Consideration” of $8.10 in cash per Unit; Each Unit of a Secondary Purchased Unitholder shall be transferred and assigned, without any further act or formality on its part, to Purchaser (free and clear of any Liens) in exchange for the Consideration; the “Secondary Purchased Unitholders” means the first 175 Unitholders that would be named on a list of Unitholders made in reverse rank order of number of Units held each of which holds, immediately prior to Step 8 not less than 100 Units (and whose Units have an aggregate fair market value of not less than $500). ...

Part of the consideration received by affiliates of the Advisor for transferring the hotels into the structure will be Class B redeemable units of the hotel LLC owner. ... As consideration for the Advisor’s services, the REIT will pay an advisory fee at an annualized rate of 1.00% of gross assets of the REIT, with certain adjustments, paid monthly (the “Advisory Fee”), together with reimbursement of certain general and administrative expenses. ... In pursuing a liquidity event for a property, the REIT will take into consideration the prohibited transaction tax rules under the Code. ...

Acquisitions Partnership as specified in the Pre-Closing Notice High Yield Fund Subscription Election Unitholders will have the option of investing alongside Starlight and KingSett by electing to receive 0.5655 High Yield Fund Units on a tax deferred basis and the remaining $29.18 of the Consideration of $36.25 per REIT Unit on a taxable basis in cash, High Yield Fund Units or a combination of cash and High Yield Fund Units (other than Unitholders resident in or otherwise located in the United States, who will receive cash), subject to proration. In particular, each Unitholder will be entitled to receive, for each REIT Unit held (or in the case of a holder of an Exchangeable LP Unit, for each REIT Unit into which such Exchangeable LP Unit is exchangeable on the Effective Date), at such Unitholder’s election, either (i) $36.25 in cash pursuant to the All-Cash Election on a taxable basis, or (ii) 0.5655 High Yield Fund Units on a tax deferred basis and the remainder of the Consideration of $29.18 on a taxable basis in cash, High Yield Fund Units or a combination of cash and High Yield Fund Units elected by the Unitholder (other than Unitholders resident in or otherwise located in the United States, that will receive cash), subject to proration, pursuant to the High Yield Fund Subscription Election. ... In accordance with ITA s. 107.4, the REIT will transfer all of its limited partnership interests in the High Yield Fund Partnerships and the shares or units of the general partners thereof to the High Yield Fund for no consideration by way of a “qualifying disposition” (as defined in s. 107.4(1).) ...

As consideration for the issuance of common shares by Sereno in 1, Amalco will issue to Sereno one common share of Amalco for each such Sereno share. ...

Potential debt character of Exchangeable Securities Under IFRS, it was possible that, without certain amendments to the terms thereof including the exchange provisions, the various Exchangeable Securities of Calloway LP, Calloway LP II and Calloway LP III (i.e. the various series of Class B and Class D limited partnership units of Calloway LP, Calloway LP II and Calloway LP III that are convertible or exchangeable directly for Units without the payment of additional consideration therefor) would be considered debt instead of equity (as they are currently classified since they are intended to be the economic equivalent of Units). ...

In consideration, CIM issues 5M redeemable retractable shares (bearing one vote per share) to Globex (with s. 85(1) elections being made and with such shares having a dollar specified amount for purposes of ITA s. 191(4)). ...

Merger steps Commencing on or about June 11, 2013: GFO will transfer all or substantially its assets to AUI in consideration for AUI Class A and F units, with the exchange ratios based on relative net asset values on the immediately preceding business day Immediately thereafter, all the GFO units will be automatically redeemed for AUI Class A or F units based on the exchange ratios GFO and AUI will jointly elect under s. 132.2 within six months No fractional AUI units or cash in lieu thereof will be issued or paid. ...

As consideration for the Merger, shareholders of Pentair will receive one newly issued common share of Tyco Flow Control for every Pentair common share that they hold at the time of the Merger. ...

ResourceCo Asset Drop-down and Plan of Arrangement Pursuant to an Asset Conveyance Agreement (and not the Plan of Arrangement), Petrominerales will transfer its shares of Alvorada and of Newco (which will hold $100M of cash, subject to adjustments) to ResourceCo in consideration for the assumption of liabilities and the issuance of common shares. ...

If there instead is a Subsequent Acquisition Transaction, New Gold intends that the consideration offered would be the same as under the offer, and that the shares acquired under the offer would be voted in favour of such transaction. ...