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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. ...

Yoho/Storm-- summary under Shares for Shares and Nominal Cash Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 86 spin-offs- Shares for Shares and Nominal Cash Yoho Resources spin-off of Strom shares using change in shareholders' requisition rights to qualify under s. 86 Overview A subsidiary partnership of Yoho (Yoho Partnership) sold natural gas acreage to Storm on January 31, 2014 in consideration for $30M cash and 13.6M common shares of Storm (valued at that time at $4.25 per share). ... Securities considerations The new Yoho common shares and Storm common shares will be received in reliance on the s. 3(a)(10) rule. ...

(“KMI”), under which the Purchaser agreed to buy certain entities indirectly held by the Company, including the owner of the Trans Mountain pipeline system and related expansion project, for cash consideration of CDN$4.5 billion, subject to certain adjustments (the ‘‘Transaction’’). ... U.S. tax considerations Return of Capital The gross amount that will be paid by the Company to the U.S. ...

Assuming the Arrangement is treated as a tax-deferred recapitalization then, subject to PFIC considerations, the U.S. holders who receive Resulting Issuer Common Shares and Initial Put Rights will recognize gain (but not loss) to the extent of the lesser of (1) the excess of the fair market value of the Resulting Issuer Common Shares and the fair market value of the Initial Put Rights received on the date of receipt over the adjusted tax basis of the Mercator Shares surrendered, and (2) the fair market value of the Initial Put Rights on the date of receipt. PFIC considerations Mercator does not believe that it was a passive foreign investment company during 2004 to 2012. ...

Qualifying Holdco Alternative Instead of selling its shares directly to our company pursuant to the Offer, a registered shareholder (the "Electing Shareholder") who complies with the specified conditions may elect to sell all or a portion of the shares that it wishes to tender (whether such tender is an Auction Tender, a Purchase Price Tender or a Proportionate Tender) by completing the following corporate reorganization steps with Thomson Reuters after the Expiration Date for its Offer and prior to the take-up of shares tendered pursuant to the Offer (the “Qualifying Holdco Alternative”): (a) the Electing Shareholder will transfer a number of shares (the "Elected Shares") to an affiliated holding corporation that will be incorporated under the CBCA ("Amalgamating Holdco") and (i) the only shareholders of Amalgamating Holdco will be (A) the Electing Shareholder, who will hold all of its common shares, and (B) another corporate subsidiary or affiliate of the Electing Shareholder (referred to as "Preferred Holdco"), who will hold all of its preferred shares, and (ii) Amalgamating Holdco will have no assets (apart from a nominal amount of cash not to exceed US$5.00) other than the Elected Shares, and no liabilities; (b) one or more Amalgamating Holdco(s) will be amalgamated with a wholly-owned subsidiary of Thomson Reuters (referred to as "Subco") to form an amalgamated entity ("Amalco") that will own all of the Elected Shares of each Electing Shareholder of an Amalgamating Holdco involved in the amalgamation, and on the amalgamation, (i) the shares of Subco will be converted into a number of shares of Amalco, and (ii) the common and preferred shares of each Amalgamating Holdco involved in the amalgamation will be cancelled, and in consideration therefor, Thomson Reuters will issue to each Electing Shareholder and each Preferred Holdco a number of shares (the “Qualifying Alternative Shares”) having a fair market value equaling that of the Elected Shares held by their respective Amalgamating Holdco. ... U.S. tax considerations Purchase treated as sale or distribution Thomson Reuters’s purchase of shares from a U.S. ...