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Industrial Partnership, while owned by the vendors described below, will acquire direct or indirect interests in 86 light industrial rental properties located in Alberta and six other provinces, with an s. 97(2) election being made, in consideration for the issuance of Class A units and Class B exchangeable units to the vendors and the assumption of $295 million of mortgages. ...

BPP will transfer the shares of the general partner of Brookfield Office Properties Canada LP to BCR for cash consideration. ...

Element will transfer all of the Subco Shares to ECN Capital in consideration for the issuance by ECN Capital to Element of the Subco Share Number of ECN Capital Reorganization Shares. ... Following such acquisition of the IAC shares, ECN Capital will transfer the acquired shares to a wholly-owned subsidiary in consideration for 100 common shares of such subsidiary, and IAC will be wound up into such subsidiary. ...

The Invested Amount of each Series will initially be equal to the amount specified as such in the related Series Co-Ownership Agreement (and set out in the applicable pricing supplement) and, for each Settlement Date thereafter, the amount, in dollars, equal to: (a) the Initial Invested Amount or the Invested Amount of the Series on the immediately preceding Settlement Date, as applicable; plus, (b) the aggregate purchase price of any related Supplemental Series Co-Ownership Interests transferred to the related Co-Owner during the related Settlement Period or on such Settlement Date (other than any Supplemental Series Co-Ownership Interest transferred to the related Co-Owner in consideration of the payment to the Originator of a related Series Reserve Draw or, if so provided in the related Series Co-Ownership Agreement, a related Series Enhancement Draw); plus, (c) the related Invested Amount Recoveries for the related Settlement Period, if any; minus, (d) the amount, if any, by which (i) the related Invested Amount Writedowns (less any amount calculated in (e)(ii)) for the related Settlement Period; exceeds (ii) the aggregate purchase price of any related Supplemental Series Co-Ownership Interests transferred to the related Co-Owner on such Settlement Date pursuant to the Pooling and Servicing Agreement in consideration of the payment to the Originator of a related Series Enhancement Draw or Series Reserve Draw; minus, (e) the sum of (i) the aggregate amounts deposited on (or, if so specified in the related Series Co-Ownership Agreement, before) such Settlement Date to the related Distribution Account or, if and to the extent specified in the related Series Co-Ownership Agreement, another related Series Account, in order to fund Principal Payments in respect of such Series; (ii) the aggregate amount of any related Series Reserve Draws or Series Enhancement Draws the proceeds of which have (x) been deposited to the related Distribution Account on such Settlement Date on account of Invested Amount Writedowns; and (y) not paid to the Originator on account of the purchase price of a related Supplemental Series Co- Ownership Interest; and (iii) the aggregate amount of any reimbursements made in accordance with the related Series Co-Ownership Agreement in respect of Series Enhancement Draws on such Settlement Date. ...

This is being accomplished first by MPI transferring the portfolio (appraised at $1.179 billion) to a newly-formed wholly-owned LP (the Partnership) in consideration for cash, the assumption of a portion of the related secured debt, the issuance of two promissory notes and for a partnership interest that then will be converted into “common” Class A units, exchangeable Class B units and “preferred” Class C units, with MPI then selling its Class A units to the REIT for a note that is repaid out of the IPO proceeds. ... MPI will transfer its beneficial interest in the Initial Properties to the Partnership in consideration for the Partnership assuming certain existing debt on the Initial Properties (but not the Retained Debt), paying cash of approximately $65.5 million (which the Partnership will obtain from refinancing certain of the Initial Properties), issuing two promissory notes in favour of MPI in the principal amount of $28.5 million and $25.7 million, respectively, and crediting the capital account of MPI’s limited partner interest. ...

Second, a U.S. subsidiary of Encana (Alenco) would be distributed out of Encana in consideration for the assumption of debt and as Encana-share redemption proceeds, and Ovintiv would then drop Encana (which previously had been converted into a B.C. ... Each Encana Common Share shall be transferred to Ovintiv in exchange for (i) if the Trading Price exceeds U.S.$6.30, the issuance by Ovintiv to such Encana Shareholder of a fraction of a common share of Ovintiv and an unsecured, non-interest bearing, demand promissory note of Ovintiv with a principal amount equal to $0.25 and repayable at the option of Ovintiv by issuing a fixed number of common shares of Ovintiv (an “Ovintiv Purchase Note”), or (ii) if the Trading Price is equal to or less than U.S.$6.30, the issuance by Ovintiv to such shareholder only of Ovintiv common shares (the foregoing transactions, collectively “Share Exchange”); and as a result thereof an amount will be added to the stated capital account for the Ovintiv common shares equal to the aggregate fair market value of the consideration received by Ovintiv in exchange therefor. ...

If all Common Shares are exchanged for Replacement Shares and no other consideration is paid for the Common Shares and certain other requirements are met, the Scheme would be a transaction described in Code section 368(a)(1)(B) (a "B reorganization"), Code section 351 (a "351 contribution"), or both. ...

"However, to the extent the Corporation owns any United States real property interests…the Corporation will recognize gain to the extent consideration received by the Corporation for such interest exceeds the Corporation's adjusted tax basis in such interest, regardless of whether the transaction qualifies as an F Reorganization or a D Reorganization. ...

OceanaGold/Romarco-- summary under Share-for-Share Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Share-for-Share S. 85.1 exchange of Romarco shares for OceanaGold shares Overview OceanaGold, which is a BC corporation based in Australia, is proposing to acquire all the shares of Romarco under a B.C. plan of Arrangement in consideration for OceanaGold shares (which in ASX trading, are represented by certificates of beneficial interest), so that s. 85.1 would apply. ...

Brigus Pre-Spinout Reorganization Brigus will transfer various Canadian exploration properties and shares of non-resident subsidiaries to Fortune in consideration for the issuance of common shares. ...