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Its issued and outstanding share capital consists of: a) XXXXXXXXXX Class B voting, redeemable shares, entitled to a XXXXXXXXXX % non-cumulative dividend; b) XXXXXXXXXX Class D non-voting, redeemable and retractable shares, entitled to a XXXXXXXXXX % non-cumulative dividend; c) XXXXXXXXXX Class E voting common shares. ...

Interest accrues on this loan at XXXXXXXXXX % per annum plus a gross-up for withholding tax and principal and interest is payable on demand, subject to the subordination and postponement agreement referred to in subparagraph (a) above. ... Interest accrues on this loan at XXXXXXXXXX % per annum. The XXXXXXXXXX is secured by a subordinated charge over the Assets. d) XXXXXXXXXX XXXXXXXXXX Both the XXXXXXXXXX bear interest at the rate of XXXXXXXXXX % per annum. ... The common shares issued to XXXXXXXXXX will represent an approximate XXXXXXXXXX % interest in the common share equity of XXXXXXXXXX. 92. ...

DEFINITIONS: In this letter, the following terms have the meanings specified: (a) XXXXXXXXXX, as described in subparagraph 43(b) below; (b) "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended to the date hereof, and unless otherwise stated, every reference herein to a part, section, subsection, paragraph, subparagraph or clause is a reference to the relevant provision of the Act; (c) "adjusted cost base" has the meaning assigned by section 54; (d) XXXXXXXXXX, as described in paragraph 35 below; (e) "Amalco" means the Canadian corporation described in paragraph 67 below; (f) "arm's length" has the meaning assigned by section 251; (g) "XXXXXXXXXX" means the Canadian corporation described in paragraph 63 below; (h) "Bank Loans" means the borrowings described in paragraph 88 below; (i) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 1 below; (j) XXXXXXXXXX; (k) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 24 below; (l) "XXXXXXXXXX Subco" means the Canadian corporation described in paragraph 53 below; (m) "XXXXXXXXXX Subco Common Shares" means the common shares of XXXXXXXXXX Subco described in paragraph 53 below; (n) "XXXXXXXXXX Subco Redemption Amount" means the aggregate redemption amount of the XXXXXXXXXX Subco Reorganization Shares, as described in paragraph 73 below; (o) "XXXXXXXXXX Subco Redemption Note" means the note payable described in paragraph 74 below; (p) "XXXXXXXXXX Subco Reorganization Shares" means the preferred shares of XXXXXXXXXX Subco described in paragraph 53 below; (q) "XXXXXXXXXX" means various interests, held directly or indirectly by XXXXXXXXXX in securities of entities in which XXXXXXXXXX holds a minority interest and which XXXXXXXXXX has agreed to transfer to Newco prior to the Investor Transaction and as more particularly described in paragraph 78 below; (r) "XXXXXXXXXX Note" means the note payable described in paragraph 16 below; (s) "XXXXXXXXXX Note" means the note payable described in paragraph 17 below; (t) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 6 below and also the corporation formed on the amalgamation of XXXXXXXXXX and Amalco, described in paragraph 68 below; (u) "XXXXXXXXXX New Common Shares" means the common shares of XXXXXXXXXX described in paragraph 71 below; (v) "XXXXXXXXXX Notes" means the notes payable described in paragraph 80 below; (w) "XXXXXXXXXX Receivable" is as defined in paragraph 78 below; (x) "XXXXXXXXXX Redemption Amount" means the aggregate redemption amount of the XXXXXXXXXX Reorganization Shares issued on the Share Exchange, as described in paragraph 71 below; (y) "XXXXXXXXXX Redemption Note" means the note payable described in paragraph 75 below; (z) "XXXXXXXXXX Reorganization Shares" means the special shares of XXXXXXXXXX described in paragraph 71 below; (aa) "XXXXXXXXXX Subco" means the Canadian corporation described in paragraph 52 below; (bb) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(r)(ii) below; (cc) "Butterflied Assets" means the assets described in paragraph 73 below; (dd) "Butterfly Proportion" means the proportion that (i) the fair market value of the business property of XXXXXXXXXX Subco (determined on a consolidated look-through basis) immediately following the Butterfly Reorganization (net of the amount of XXXXXXXXXX Subco's consolidated liabilities allocable to such property determined in accordance with paragraph 41 below) is of (ii) the fair market value of the business property of XXXXXXXXXX (determined on a consolidated look-through basis) immediately prior to the Butterfly Reorganization (net of the amount of XXXXXXXXXX consolidated liabilities allocable to such property determined in accordance with paragraph 41 below); (ee) "Butterfly Reorganization" means the transactions described in paragraphs 71 to 76 below; (ff) "Butterfly Transfer" means the transfers of property as described in paragraph 39 below; (gg) "CBCA" means the Canada Business Corporations Act; (hh) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 19 below; (ii) "XXXXXXXXXX Majority Shareholders" means XXXXXXXXXX; (jj) XXXXXXXXXX; (kk) "Canadian corporation" has the meaning assigned by subsection 89(1); (ll) "capital property" has the meaning assigned by section 54; (mm) "Class B Shares" means the shares of Newco described in paragraph 83 below; (nn) "cost amount" has the meaning assigned under subsection 248(1); (oo) "Consolidated XXXXXXXXXX Note" means the note payable described in paragraph 65 below; (pp) "Consolidated Group" has the meaning assigned by paragraph 39 below; (qq) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 26 below; (rr) "XXXXXXXXXX Business Division" means the division of XXXXXXXXXX described in paragraph 29 below; (ss) "distribution" has the meaning assigned by subsection 55(1); (tt) "dividend rental arrangement" has the meaning assigned by subsection 248(1); (uu) "eligible property" has the meaning assigned by subsection 85(1.1); (vv) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(f) below; (ww) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(s)(i) below; (xx) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 51 below; (yy) "XXXXXXXXXX Holdco" means XXXXXXXXXX, as described in paragraph 49 below; (zz) "XXXXXXXXXX US" means XXXXXXXXXX, as described in paragraph 50, below; (aaa) "forgiven amount" has the meaning assigned by subsections 80(1) and 80.01(1); (bbb) "Fund" means the XXXXXXXXXX, as described in subparagraph 43(k) below; (ccc) "guarantee agreement" has the meaning assigned by subsection 112(2.2); (ddd) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(o) below; (eee) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(r)(i) below; (fff) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(p)(ii) below; (ggg) "Investor" means XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX and a subsidiary controlled corporation of XXXXXXXXXX, a corporation incorporated under the laws of XXXXXXXXXX; (hhh) "Investor XXXXXXXXXX Businesses" has the meaning assigned by paragraph 89 below; (iii) Reserved; (jjj) "XXXXXXXXXX means XXXXXXXXXX; (kkk) "XXXXXXXXXX Units" means the outstanding limited partnership units of XXXXXXXXXX as referred to in subparagraph 43(m) below; (lll) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(i) below; (mmm) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(o) below; (nnn) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(h) below; (ooo) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 45 below; (ppp) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 24 below; (qqq) "XXXXXXXXXX Holdco" means the Canadian corporation described in paragraph 25 below, (rrr) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(s) below; (sss) "XXXXXXXXXX " means XXXXXXXXXX, as described in subparagraph 43(r) below; (ttt) "XXXXXXXXXX " means XXXXXXXXXX, as described in subparagraph 43(q) below; (uuu) "XXXXXXXXXX Holdco" means XXXXXXXXXX as described in paragraph 37 below; (vvv) "XXXXXXXXXX Opco" means XXXXXXXXXX as described in paragraph 37 below; (www) "XXXXXXXXXX US" means XXXXXXXXXX as described in paragraph 38 below; (xxx) "XXXXXXXXXX US Holdco" means XXXXXXXXXX. as described in paragraph 38 below; (yyy) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(d) below; (zzz) "Newco" means XXXXXXXXXX, as described in paragraph 54 below; (aaaa) "Newco Notes" means the notes payable described in paragraph 79 below; (bbbb) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(p) below; (cccc) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 30 below; (dddd) "XXXXXXXXXX" means XXXXXXXXXX. as described in subparagraph 43(d) below; (eeee) "XXXXXXXXXX" means XXXXXXXXXX. as described in paragraph 43(e) below; (ffff) Reserved; (gggg) Reserved; (hhhh) "XXXXXXXXXX Business Division" means the division of XXXXXXXXXX described in paragraph 30 below; (iiii) "paid-up capital" has the meaning assigned by subsection 89(1); (jjjj) "Partnership" means XXXXXXXXXX, as described in subparagraph 43(c) below; (kkkk) "Plan" means the XXXXXXXXXX plan maintained by XXXXXXXXXX and certain of its subsidiaries, as described in clause 43(s)(ii) below; (llll) "principal amount" has the meaning assigned by subsection 248(1); (mmmm) "private corporation" has the meaning assigned by subsection 89(1); (nnnn) "XXXXXXXXXX" means the companies described in paragraph 30 below; (oooo) "XXXXXXXXXX Shares" means the shares of the XXXXXXXXXX, as described in subparagraph 66(b) below; (pppp) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(b) below; (qqqq) "public corporation" has the meaning assigned by subsection 89(1); (rrrr) Reserved; (ssss) "restricted financial institution" has the meaning assigned by subsection 248(1); (tttt) "Regulations" means the Income Tax Regulations issued pursuant to the Act; (uuuu) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 46(d) below; (vvvv) "Retained XXXXXXXXXX Businesses" has the meaning assigned by paragraph 89 below; (wwww) "XXXXXXXXXX" means the XXXXXXXXXX, as described in subparagraph 43(m) below; (xxxx) "series of transactions or events" has the meaning assigned by subsection 248(10); (yyyy) "Share Exchange" has the meaning assigned in paragraph 71 below; (zzzz) "XXXXXXXXXX Agreement" means the agreement XXXXXXXXXX described in paragraph 84 below; (aaaaa) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(p)(i) below; (bbbbb) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(r)(iii) below; (ccccc) "specified class" has the meaning assigned by subsection 55(1); (ddddd) "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); (eeeee) "XXXXXXXXXX" means XXXXXXXXXX., as described in subparagraph 43(i) below; (fffff) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(p)(ii) below; (ggggg) "stated capital account" has the meaning assigned by section 26 of the CBCA; (hhhhh) "subsidiary controlled corporation" has the meaning assigned by subsection 248(1); (iiiii) "subsidiary wholly-owned corporation" has the meaning assigned by subsection 248(1); (jjjjj) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (kkkkk) "taxable dividend" has the meaning assigned by subsection 89(1); (lllll) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 12 below; (mmmmm) "XXXXXXXXXX Loan" means the loan described in paragraph 15 below; (nnnnn) "XXXXXXXXXX Subco" means the Canadian corporation described in paragraph 55 below; (ooooo) "XXXXXXXXXX Subco II" means the Canadian corporation described in paragraph 55 below; (ppppp) "XXXXXXXXXX" means XXXXXXXXXX as described in paragraph 34 below; (qqqqq) Reserved; (rrrrr) "XXXXXXXXXX Note" means the note payable described in paragraph 78 below; (sssss) "XXXXXXXXXX Securities" means the securities described in paragraph 78 below; (ttttt) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 47 below; (uuuuu) Reserved; (vvvvv) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 35 below; (wwwww) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 16 below; (xxxxx) "XXXXXXXXXX Note" means the note payable described in paragraph 16 below; (yyyyy) "Transferred Shares" means the shares described in paragraph 77 below; (zzzzz) "XXXXXXXXXX" means XXXXXXXXXX operating as XXXXXXXXXX, as described in subparagraph 43(l) below; (aaaaaa) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 36 below; (bbbbbb) "XXXXXXXXXX" means XXXXXXXXXX, as described in clause 43(s)(iii) below; (cccccc) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 48 below; (dddddd) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 46(b) below; (eeeeee) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 46(b) below; (ffffff) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(h) below; (gggggg) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 21 below; (hhhhhh) "XXXXXXXXXX" means XXXXXXXXXX, as described in subparagraph 43(c) below; (iiiiii) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 7 below; (jjjjjj) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 7 below; (kkkkkk) "XXXXXXXXXX" means XXXXXXXXXX, as described in paragraph 37 below; and (llllll) "XXXXXXXXXX means XXXXXXXXXX, as described in paragraph 38 below. ... As a result of the Investor owning a XXXXXXXXXX % interest in XXXXXXXXXX after the transactions described herein, XXXXXXXXXX cannot hold more than a XXXXXXXXXX % interest in XXXXXXXXXX US Holdco or XXXXXXXXXX Holdco. ...

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 6XCo XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX 5XCo XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX Shareholder # class A preferred PUC ACB FMV shares (voting) 6X XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX 5X XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX Shareholder # class C preferred PUC ACB FMV Shares (non-voting) 5X XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX 5. 6X, 8X and 5X are the directors of DC. 6. ...

2009 Ruling 2007-0256411R3- Public butterfly Unedited CRA Tags 55(1); 55(3)(b); 55(3.1)(b); 55(3.1)(c) Principal Issues: Whether the distribution of Amalco's cash & near cash and investment property to TC1 qualifies for the butterfly exemption stated in paragraph 55(3)(b) of the Act Position: The transactions to be completed prior to and after the distribution of Amalco's property will not be subject to subparagraph 55(3.1)(b)(ii) and paragraph 55(3.1)(c), and, as a result, will not taint the butterfly reorganization. ... "Specified Financial Institution" has the meaning assigned by subsection 248(1) of the Act; 30.1 "Subject Assets" means the types of property owned by Amalco (cash & near cash and investment assets) immediately after the redemption of the New Public Preferred Shares on Day 1 that will be distributed to TC1 Subco in the proportion described in paragraph 69 below; 31. ... The share capital of TC1 Subco will be amended by the creation of XXXXXXXXXX Class A preference shares having a par value of $ XXXXXXXXXX per share and an aggregate redemption price equal to the FMV of their issuance proceeds. ...

The estimated fair market values and adjusted cost bases of the Shares as at XXXXXXXXXX were as follows: Estimated Adjusted Fair Shareholding Cost Base Market Value $ XXXXXXXXXX XXXXXXXXXX 19.XXXXXXXXXX will jointly elect with Holdco 1 in prescribed form and within the time allowed by subsection 85(6), to have the rules of subsection 85(1) apply to the transfer of the Shares. ... The adjusted cost bases of the Shares as at time of the transfer will be as follows: Adjusted Shareholding Cost Base $ XXXXXXXXXX XXXXXXXXXX The fair market value of each of the Shares at the time of the transfer will exceed the adjusted cost bases of each of the Shares and is estimated to be no less than their estimated fair market value on XXXXXXXXXX. 42.XXXXXXXXXX will jointly elect with Holdco 2 in prescribed form and within the time allowed by subsection 85(6), to have the rules of subsection 85(1) apply to the transfer of the Shares. ... The adjusted cost bases of the Shares as at time of the transfer will be as follows: Adjusted Shareholding Cost Base $ XXXXXXXXXX XXXXXXXXXX The fair market value of each of the Shares at the time of the transfer will exceed the adjusted cost bases of each of the Shares and is estimated to be no less than their estimated fair market value on XXXXXXXXXX. 65.XXXXXXXXXX will jointly elect with Holdco 3 in prescribed form and within the time allowed by subsection 85(6), to have the rules of subsection 85(1) apply to the transfer of the Shares. ...

., through its XXXXXXXXXX subsidiary, XXXXXXXXXX ("International Ltd"), owns approximately XXXXXXXXXX % of the shares of XXXXXXXXXX ("Z Limited"), a corporation incorporated under the laws of XXXXXXXXXX whose shares are listed on the XXXXXXXXXX Stock Exchange. X Co. and International Ltd. entered into an agreement dated XXXXXXXXXX with XXXXXXXXXX., which represented the registered holders of XXXXXXXXXX shares of Z Limited, to purchase approximately XXXXXXXXXX % shares of Z Limited. ... The interest rate in respect of Tranche A is fixed at XXXXXXXXXX % and in respect of Tranche B fluctuates with the prime lending rate in the Country G money market (XXXXXXXXXX% at XXXXXXXXXX). ...

X Co. and International Ltd. entered into an agreement dated XXXXXXXXXX with XXXXXXXXXX, which represented the registered holders of XXXXXXXXXX shares of Z Limited, to purchase approximately XXXXXXXXXX % shares of Z Limited. ... XXXXXXXXXX "), XXXXXXXXXX ("X Co. Management Services Country G (Pty) Ltd. ... Yours truly, XXXXXXXXXX Section Manager International & Trusts Division Income Tax Rulings Directorate Policy and Planning Branch [S1]This information creates confusion and we prefer to leave it out. ...

Jco's assets include (a) a XXXXXXXXXX% limited partnership interest in LP2 (the remaining XXXXXXXXXX % is owned by an arm's length person to Jco); and (b) a receivable owing by LP3. ... Ico and its XXXXXXXXXX subsidiary wholly-owned corporation, Lco (which was governed by the laws of XXXXXXXXXX) owned approximately XXXXXXXXXX% and XXXXXXXXXX % of the issued and outstanding common shares of Gco, respectively. ... Newco will use those loan proceeds to purchase the following receivables and partnership interest from Jco, LP1 and Aco: (a) receivable owing by LP3 to Jco described in paragraph 6 above; (b) receivable owing by LP2 to LP1 described in paragraph 3 above; (c) receivable owing by LP5 to Aco described in paragraph 3 above; and (d) Aco's XXXXXXXXXX % LP4 limited partnership interest described in paragraph 3 above. ...

The FMV, ACB and PUC of those shares immediately before the Deceased’s death are set forth below: Number & Class of FMV ACB PUC Shares of Holdco XXXXX Holdco Non-voting XXXXX XXXXX XXXXX Common Shares XXXXX Holdco Voting XXXXX XXXXX XXXXX Common Share 9. ... Immediately before the Deceased’s death, there were XXXXXXXXXX Opco Common Shares and XXXXXXXXXX Opco Class A Preference Shares issued and outstanding, which were owned, and which had an ACB, FMV and PUC, as set forth below: Shareholder Number & Class of FMV ACB PUC Shares of Opco Holdco XXXXX Opco Class A XXXXX XXXXX XXXXX Preference Shares Holdco XXXXX Opco Common XXXXX XXXXX XXXXX Shares Childco XXXXX Opco Common XXXXX XXXXX XXXXX Shares 11. ... Opco Class X Preference Shares with PUC and ACB equal to $XXXXXXXXXX – the aggregate number and aggregate redemption value (the “Opco X Redemption Value”) of such shares to be determined immediately before the exchange; and ii. ...