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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. ...

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. ...