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Mitel/Aastra-- summary under Shares for Shares and Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Cash Mitel acquisition of Aastra for cash and shares; s. 85(1) election; new option exercise prices tied to s. 7(1.4) Overview It is proposed that Mitel (a CBCA corporation listed on the TSX and NASDAQ with 53.9M common shares outstanding) acquire all of the outstanding common shares of Aastra (a TSX-listed CBCA corporation with 11.8M shares outstanding) under a CBCA Plan of Arrangement for consideration estimated at $392M and comprising, for each Aastra share, U.S.$6.52 of cash and 3.6 Mitel common shares. ...

Plan of Arrangement A CBCA Plan of Arrangment is intended to result in two separately-held public companies, holding the Mongolian and coal assets, respectively: Erdene will transfer all its shares of ERI to APM in consideration for APM common shares APM and ERI will (vertically) amalgamate to continue as Morien Resources Corp. ...

Furthermore, if there is a Change of Control in which 10% or more of the consideration consists of cash or non-traded securities, then commencing 10 days before the effective date up until 30 days after the effective date of the Change of Control, holders will be entitled to convert using a discounted conversion price based on prorating a conversion premium of 35% for the number of days remaining until December 31, 2017 compared to the total number of days from the issue date to that date (so that, for example, if the Change of Control occurred 1/4 (or 3/4) of the way to December 31, 2017, the conversion price of $21.25 would be divided by 122.5% (or 107.5%).) ...

Plan of Arrangement FirstService Shares held by dissenting shareholders will be deemed to be transferred to FirstService; concurrently with the FirstService Share Exchange described below the FirstService stock options will be disposed of to New FSV and FirstService for replacement options, with the exercise prices being allocated based on the relative net fair market value of the property distributed to New FSV compared to the net fair market value of all property owned by FirstService immediately before the distribution; under the "FirstService Share Exchange" each FirstService Multiple Voting Share (after being amended to increase the votes to 40 per share) and FirstService Subordinate Voting Share (after being amended to increase the votes to two per share) will be exchanged respectively for one FirstService New Multiple Voting Share (having 20 votes per share) and one FirstService MV Special Share, and for one FirstService New Subordinate Voting Share (having one vote per share) and one FirstService SV Special Share, with a proportionate allocation of the stated capital of the exchanged shares occurring; each outstanding FirstService MV Special Share and FirstService SV Special Share will be transferred to New FSV (on a s. 85 rollover basis if so requested within 120 days by a shareholder that is a taxable resident Canadian, a non-resident whose shares are taxable Canadian property or a partnership with such a partner) in exchange for one New FSV Multiple Voting Share or one New FSV Subordinate Voting Share, with the stated capital of the new shares not exceeding any applicable s. 85 elected amount; FirstService will transfer the common shares of FSV Holdco to New FSV in consideration for 1,000,000 New FSV Special Shares having an aggregate redemption amount equal to the fair market value of the Distribution Property and with FirstService and New FSV to elect under s. 85(1) and with the stated capital of the New FSV Special Shares to be limited accordingly; New FSV will redeem the New FSV Special Shares for the New FSV Redemption Note; FirstService will redeem all the FirstService MV Special Shares and FirstService SV Special Shares held by New FSV in consideration for the FirstService Redemption Note; each Note will be repaid through the transfer to the creditor of the other Note; New FSV will resolve to voluntarily dissolve FSV Holdco under the BCBCA in accordance with s. 88(1); the stated capital of all the FCRESI shares will be reduced to $1; FirstService and FCRESI will amalgamate under the OBCA to continue as Colliers, with the Certificate of Arrangement deemed to be the certificate of amalgamation of Colliers and with each share of FCRESI held by FirstService cancelled. ...

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). ...