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Immediately before the transfer of the Newco Common Shares by DC to TC as described in Paragraph 80, the aggregate FMV of the Foreign Spinco Parent common shares owned by Foreign Pubco will be equal to or approximate the amount determined by the formula, on the assumption that Foreign Pubco is the participant, DC is the distributing corporation, Foreign Spinco Parent is the acquiror and the distribution is the transfer of Newco Common Shares described in Paragraph 80, (A x B/C) + D As found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). 72. ...

Prior to entering into the Proposed Transactions, the issued and outstanding shares of the capital stock of DC, which represent Capital Property to its shareholders, will be held as follows: Shareholder # Common Shares PUC ACB FMV SCo XXXXX $XXXXX $XXXXX $XXXXX WCo XXXXX $XXXXX $XXXXX $XXXXX 4. ...

DC’s assets consist of the following: (a) cash; (b) income taxes receivable; (c) marketable securities; (d) XXXXXXXXXX percent (XXXXXXXXXX %) of the issued and outstanding shares of the capital stock of XXXXXXXXXX, a CCPC; (e) furniture having a FMV of $XXXXXXXXXX; and (f) XXXXXXXXXX 3. ...

In XXXXXXXXXX, ECo L.P. collected from its shippers $ XXXXXXXXXX and contributed an equivalent amount to the ECo Reclamation Trust. 40. ...

Since the amount of total gifts for the taxation year of an individual in the year the individual dies is not limited to XXXXXXXXXX % of the individual's income for the year, Individual A's estate could have donated property to a qualified donee to fully offset any capital gains tax liability otherwise payable in respect of the year of Individual A's death. 45. ...

During XXXXXXXXXX lifetime, XXXXXXXXXX will own XXXXXXXXXX common shares of Trustco, which will represent XXXXXXXXXX % of the issued shares of Trustco. 28. ...

Immediately after this share exchange, the FMV of each Participant's share of the capital stock of Spinco will approximate the amount determined by the formula (A x B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ...

The authorized share capital of each of the Sibling Holdcos will include a class of voting common shares (collectively referred to as "Sibling Holdco Common Shares") and four classes of non-voting, non-participating preferred shares share (each class of shares collectively referred to as "Sibling Holdco Class A Shares", "Sibling Holdco Class B Shares", "Sibling Holdco Class C Shares " and "Sibling Holdco Class D Shares", respectively), bearing a discretionary non-cumulative dividend of up to XXXXXXXXXX% per month and redeemable at the option of the corporation or shareholder for an amount equal to the fair market value of the amount received by the corporation as consideration for the issuance of such particular shares. 8. ...

The tax account numbers, Tax Services Offices and the Tax Centres of the taxpayers involved are: Name Tax Account Mailing Address Tax Service Office/ Number / SIN Taxation Centre XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX DEFINED TERMS In this letter, unless otherwise indicated, all statutory references are to the Act and the following terms have the meanings specified: “Aco” means XXXXXXXXXX described starting at paragraph 63 below; “Act” means the Income Tax Act (Canada); “adjusted cost base” has the meaning assigned by section 54; “agreed amount” in respect of a property means the amount that the transferor and transferee of the property have agreed upon in an election under subsection 85(1); “arm’s length” has the meaning assigned by section 251; “Bco” means XXXXXXXXXX described starting at paragraph 70 below; “Canadian-controlled private corporation” has the meaning assigned by subsection 125(7); “capital dividend” has the meaning assigned by subsection 83(2); “capital dividend account” has the meaning assigned by subsection 89(1); “capital property” has the meaning assigned by section 54; “Cco” means XXXXXXXXXX described starting at paragraph 76 below; “connected” has the meaning assigned by subsection 186(4); “Corporations Act 1” means the XXXXXXXXXX; “Corporations Act 2” means the XXXXXXXXXX; “Corporations Act 3” means the XXXXXXXXXX; “Dco” means XXXXXXXXXX described starting at paragraph 91 below; “DC” has the meaning assigned by paragraph 105 below; “DC Amalco” has the meaning assigned by paragraph 132 below; “DC Class A Shares” has the meaning assigned by paragraph 106 below; “DC Common Shares” has the meaning assigned by paragraph 106 below; “DC Note” has the meaning assigned by paragraph 130 below; “dividend refund” has the meaning assigned by subsection 129(1); “dividend rental arrangement” has the meaning assigned by subsection 248(1); “Eco” means XXXXXXXXXX described starting at paragraph 10 below; “eligible dividend” has the meaning assigned by subsection 89(1); “eligible property” has the meaning assigned by subsection 85(1.1); “Estate” means the XXXXXXXXXX described in paragraph 8 below; “Estate2” means the XXXXXXXXXX described in paragraph 9 below; “excepted dividend” has the meaning assigned by section 187.1; “excluded dividend” has the meaning assigned by subsection 191(1); “fair market value” means the highest price available in an open and unrestricted market between informed prudent parties acting at arm’s length; “Fco” means XXXXXXXXXX described starting at paragraph 48 below; “financial intermediary corporation” has the meaning assigned by subsection 191(1); “forgiven amount” has the meaning assigned by subsection 80(1) or 80.01(1); “Gco” means XXXXXXXXXX described starting at paragraph 17 below; “Gco-Hco Subco” has the meaning assigned by paragraph 101 below; “Gco-Hco Subco Common Shares” has the meaning assigned by paragraph 101 below; “general rate income pool” has the meaning assigned by subsection 89(1); “guarantee agreement” has the meaning assigned by subsection 112(2.2); “Hco” means XXXXXXXXXX described starting at paragraph 23 below; “Ico” means XXXXXXXXXX described starting at paragraph 30 below; “Jco” means XXXXXXXXXX described starting at paragraph 52; “XXXXXXXXXX A” means XXXXXXXXXX as described in paragraph 1 below; “XXXXXXXXXX A” means XXXXXXXXXX as described in paragraph 1 below; “XXXXXXXXXX B” means XXXXXXXXXX as described in paragraph 2 below; “XXXXXXXXXX B” means XXXXXXXXXX as described in paragraph 2 below; “XXXXXXXXXX I” means XXXXXXXXXX as described in paragraph 3 below; “XXXXXXXXXX I” means XXXXXXXXXX as described in paragraph 3 below; “XXXXXXXXXX K” means XXXXXXXXXX as described in paragraph 5 below; “XXXXXXXXXX K” means XXXXXXXXXX as described in paragraph 5 below; “XXXXXXXXXX L” means XXXXXXXXXX as described in paragraph 4 below; “XXXXXXXXXX M” means XXXXXXXXXX as described in paragraph 4 below; “XXXXXXXXXX N” means XXXXXXXXXX as described in paragraph 7 below; “XXXXXXXXXX O” means XXXXXXXXXX as described in paragraph 7 below; “XXXXXXXXXX P” means XXXXXXXXXX as described in paragraph 7 below; “XXXXXXXXXX Q” means XXXXXXXXXX as described in paragraph 6 below; “XXXXXXXXXX R” means XXXXXXXXXX as described in paragraph 6 below; “XXXXXXXXXX S” means XXXXXXXXXX as described in paragraph 6 below; “paid-up capital” has the meaning assigned by subsection 89(1); “principal amount” has the meaning assigned by subsection 248(1); “Proposed Transactions” means the Proposed Transactions described in paragraphs 98 to 135 below; XXXXXXXXXX; XXXXXXXXXX; XXXXXXXXXX; XXXXXXXXXX; “Qco” means XXXXXXXXXX described in paragraph 38 below; “Rco” means XXXXXXXXXX described in paragraph 37 below; “refundable dividend tax on hand” (“RDTOH”) has the meaning assigned by subsection 129(3); “Sco” means XXXXXXXXXX as described in paragraph 39 below; “specified financial institution” has the meaning assigned by subsection 248(1); “specified investment business” has the meaning assigned by subsection 125(7); “stated capital account” has the meaning assigned by XXXXXXXXXX of Corporations Act 1 and XXXXXXXXXX of Corporations Act 2; “substantial interest” has the meaning assigned by subsection 191(2); “taxable Canadian corporation” has the meaning assigned by subsection 89(1); “taxable dividend” has the meaning assigned by subsection 89(1); “Tco” means XXXXXXXXXX described starting at paragraph 40 below; “TC” has the meaning assigned by paragraph 99 below; “TC Amalco” has the meaning assigned by paragraph 134 below; “TC Class A Shares” has the meaning assigned by paragraph 99 below; “TC Common Shares” has the meaning assigned by paragraph 99 below; “TC Subco” has the meaning assigned by paragraph 102 below; “TC Subco Common Shares” has the meaning assigned by paragraph 102 below; “TC Tempco” has the meaning assigned by paragraph 100 below; “TC Tempco Common Shares” has the meaning assigned by paragraph 100 below; “TC Tempco Note” has the meaning assigned by paragraph 127 below; “Trust” means the XXXXXXXXXX as described in paragraph 32 below; “Trust2” means the XXXXXXXXXX as described in paragraph 56 below; “Will” means the primary and secondary last wills and testaments of XXXXXXXXXX; “Will2” means the primary and secondary last wills and testaments of XXXXXXXXXX; “Xco” means XXXXXXXXXX as described in paragraph 42 below; “Yco” has the meaning assigned by paragraph 108 below; “Zco” means XXXXXXXXXX described in paragraph 27 below; FACTS Individuals and Estates 1. ...

Immediately after the share-for-share exchange described herein, the FMV of each Opco Shareholder’s shares of the capital stock of Newco will be equal to or approximate the amount determined by the formula (A x B) + D C as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). ...