1. Under a fixed exchange ratio:

a) The value of the transaction is fixed and is usually beneficial to the buyer

b) The number of the shares issued by the acquirer is fixed and is usually beneficial to the buyer

c) The number of the shares issued by the acquirer is fixed and is usually beneficial to the seller

d) The value of the transaction is fixed and is usually beneficial to the seller

2. Structuring a deal as an asset sale may be beneficial to a seller in each of the following cases EXCEPT:

a) The seller can utilize existing NOLs

b) The buyer can make the seller indifferent between an asset sale and a stock sale through a higher purchase price

c) The seller can step-up its assets for tax purposes

d) All of the above