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Faits relatifs à Cédante 2 8. Cédante 2 a été constituée sous l'autorité de XXXXXXXXXX. ... Il y aura compensation entre le Billet Cédante 2 et le Billet 2 que se doivent réciproquement Cessionnaire A et Cédante 2 suite aux présentes transactions. 45. Le Billet Cédante 2 et le Billet 2 seront annulés. Vente d’actifs de Cessionnaire A à Cédante 2 46. ...

All Cansub 2 Loans other than the Cansub 2 Spin Loans will be referred to as the “Cansub 2 Retained Loans”. ... Forsub 9 carries on a business in Country 2 that is included in Business Segment 2. 128. ... Cansub 2 will pay the amount of the Cansub 2 PUC Reduction 2 in full by transferring cash to DC ULC. ...

Canco 2 owns XXXXXXXXXX% of XXXXXXXXXX (“FA 2”). The remaining XXXXXXXXXX% of FA 2 is held by Mr. ... Internal Funding- Pubco, Canco 2 and FA 2 25. Pubco will subscribe for Canco 2 common shares for $XXXXXXXXXX. In addition, Pubco will contribute the FA 2 Note 2 to Canco 2 in exchange for additional common shares of Canco 2 having an aggregate FMV equal to the FMV and principal amount of the FA 2 Note 2 at the time of the exchange. ...

Sibling 1 is the sibling of Sibling 2; “Sibling 2” means XXXXXXXXXX, an individual who is resident in Canada for purposes of the Act. ... Corporation 2 17. Corporation 2 is a taxable Canadian corporation and a CCPC that was incorporated on XXXXXXXXXX under Act 1. ... TC2 will incorporate Newco 2 under Act 1. Newco 2 will be a taxable Canadian corporation and a CCPC. 30. ...

Parent, the Siblings and Spouse 2 are all Canadian residents for purposes of the Act. 2. ... Holding 2 22. Holding 2 is a CCPC and taxable Canadian corporation. All shareholders of Holding 2 are residents of Canada. ... Parent, the Siblings and Spouse 2 will incorporate Newco 2. No shares of Newco 2 will be issued on its incorporation. ...

Subco 1, Subco 2 and Subco 3 Subco 1 is a TCC, which owns all of the issued and outstanding shares of Subco 2. ... Suboc 1, Subco 2, Subco 3, Foreignco 1, Foreignco 2 and Foreignco 3 all carry on the DC Retained Business. 7. ... XXXXXXXXXX (c) Subco 2 and Aco are also subtenants to a XXXXXXXXXX ("Subco 2 Lease") with XXXXXXXXXX, in which Subco 2 has an XXXXXXXXXX interest. ...

Under the arrangements with Canco #2, Canco #3 XXXXXXXXXX. Commercial Environment 5. ... Canco #2 will enter into an agreement with Canco #3 whereby Canco #2 will agree to pay $XXXXXXXXXX of the indebtedness of Canco #3 that is XXXXXXXXXX. ... Canco #3 will pay a fee (the "Loan Assumption Fee") to Canco #2 in the amount of $XXXXXXXXXX, as consideration for Canco #2 agreeing to assume the indebtedness described in this paragraph. 14. ...

Foreign Sub 2 11. Foreign Sub 2 is a corporation governed by the laws of XXXXXXXXXX. ... Amalgamation 2 48. Canco 3 ULC and FinCan ULC will amalgamate (“Amalgamation 2”) to form Amalco 2 ULC. ... Forco 8 Receivable 2 51. Amalco 2 ULC will loan its entire cash balance to Forco 8 (the “Forco 8 Receivable 2”). ...

Continuance of Canco 2 50.4 On XXXXXXXXXX, Canco 2 continued from the BCA 2 to the BCA 1. ... Accordingly, the XXXXXXXXXX% shareholding in FAHoldco 2 held by FAHoldco 1 was legally transferred to Canco 2 on the liquidation and dissolution of FAHoldco 1 and this acquisition of the XXXXXXXXXX% shareholding in FAHoldco 2 by Canco 2, which resulted in Canco 2 becoming the sole owner of FAHoldco 2, did not result in a dissolution of FAHoldco 2 under Country B law. ... Distribution of Spin Business 2 104. Canadian DC will transfer (“Distribution 2”) all its assets relating to Spin Business 2 (the “Distribution Property 2”) to Canadian TC 2 for a purchase price equal to the FMV of the Distribution Property 2. ...

DC's principal Business 1 subsidiary is Opco 2. Opco 3 is a subsidiary of Opco 2. 17. ... On XXXXXXXXXX, Opco 3 declared and paid dividends to Opco 2 and Opco 2 declared and paid dividends to DC. ... Amalgamation of Opco 2 and Old Opco 66. Old Opco will amalgamate with Opco 2. ...