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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. ...

In consideration, TitanStar REIT will agree to assume all of the Company's liabilities including its Debentures, and will issue TitanStar REIT Units to the Company. each outstanding TitanStar Option will be exchanged for a TitanStar REIT Option to acquire a TitanStar REIT Unit and a Deer Springs Holdings Option to acquire a Deer Springs Holdings Share; all of the Outstanding Shares of the Company (both Preferred Shares and common shares) will be purchased by the Company from the Company Outstanding Shareholders for cancellation, in exchange for the transfer by the Company per each Outstanding Share of: (a) one TitanStar REIT Unit; and (b) one Deer Springs Holdings Share per outstanding common share. Simultaneously with the cancellation of the Outstanding Shares, TitanStar REIT will subscribe for one common share for nominal consideration; the TitanStar REIT Units will be consolidated on a basis of one "new" TitanStar REIT Unit for the lesser of that number of "old" TitanStar REIT Units that is: (a) allowable under TSXV policies; and (b) $4 divided by the market price of the Common Shares as determined in accordance with Section 1.11(1) of Multilateral Instrument 62-104 TakeOver Bids and Issuer Bids), and the exercise price of each TitanStar REIT Option will be adjusted accordingly. ... Securities considerations The TitanStar REIT units and Deer Springs Holdings shares will be received in reliance on the s. 3(a)(10) rule. ...