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The DC Sub Special Shares will have the following terms and conditions: (a) each DC Sub Special Share will be redeemable, subject to applicable law, at any time at the option of DC Sub at a redemption amount equal to the amount obtained by the formula (A/B x C), where A equals the net FMV of the DC Sub Spin-Off Property immediately before the distribution described in Paragraph 23; B equals the net FMV of all of the business property of DC Sub immediately before the distribution described in Paragraph 23; and C equals the aggregate FMV of a DC Sub Common Share determined immediately before the DC Sub share exchanges described in Paragraph 16; plus any declared but unpaid dividends; (b) each DC Sub Special Share will be retractable, subject to applicable law, at any time at the option of the holder at a retraction amount equal to the redemption amount described above; (c) the holder of each DC Sub Special Share will be entitled to a non-cumulative XXXXXXXXXX % cash dividend as and when declared by the board of directors from time to time, which dividend need not also be declared on any other class of shares of DC Sub; (d) there will be a provision restricting the payment of dividends on other classes of shares so that no such dividends may be paid on any other class of shares of DC Sub if the resulting realizable value of the net assets of DC Sub after payment of the dividends would be less than the aggregate of the redemption amounts of all of the DC Sub Special Shares then outstanding; (e) the holder of each DC Sub Special Share will be entitled, upon the liquidation, dissolution or winding-up of DC Sub, to a payment in priority to all other classes of shares of DC Sub ranking junior to the DC Sub Special Shares of an amount equal to the redemption amount thereof to the extent of the amount or value of property available under applicable law for payment to shareholders upon dissolution, but will be entitled to no more than the amount of that payment; and (f) the holder of each DC Sub Special Share will not be entitled to vote at meetings of shareholders of DC Sub. ... The TC Special Shares will have the following terms and conditions: (a) each TC Special Share will be redeemable, subject to applicable law, at any time at the option of TC at a redemption amount equal to the aggregate FMV of the consideration for which such share was issued divided by the total number of issued TC Special Shares (plus any declared but unpaid dividends); (b) each TC Special Share will be retractable, subject to applicable law, at any time at the option of the holder at a retraction amount equal to the redemption amount described above; (c) the holder of each TC Special Share will be entitled to a non-cumulative XXXXXXXXXX % cash dividend as and when declared by the board of directors from time to time, which dividend need not also be declared on any other class of shares of TC; (d) there will be a provision restricting the payment of dividends on other classes of shares so that no such dividends may be paid on any other class of shares of TC if the resulting realizable value of the net assets of TC after payment of the dividends would be less than the aggregate of the redemption amounts of all of the TC Special Shares then outstanding; (e) the holder of each TC Special Share will be entitled, upon the liquidation, dissolution or winding-up of TC, to a payment in priority to all other classes of shares of TC ranking junior to the TC Special Shares of an amount equal to the redemption amount thereof to the extent of the amount or value of property available under applicable law for payment to shareholders upon dissolution, but will be entitled to no more than the amount of that payment; and (f) the holder of each TC Special Share will not be entitled to vote at meetings of shareholders of TC. 36. ...

In all cases, the exercise price of each XXXXXXXXXX/Fco Option outstanding under the XXXXXXXXXX/Fco Plan is not less than XXXXXXXXXX % of the fair market value of the shares for which such option was exercisable at the time the option was granted. ... XXXXXXXXXX/Aco will own approximately XXXXXXXXXX % of the issued and outstanding XXXXXXXXXX/Ico Common Shares. ...

LP4 owns an interest in joint ventures, mortgages receivable and land inventory which include the following: • XXXXXXXXXX. ... The issued and outstanding share capital of Holdco 2 is held as follows: Shareholder Class of Shares Number of Shares Owned PUC = ACB Siblingco 2 Class A common XXXXXXXXXX XXXXXXXXXX Class A preference XXXXXXXXXX XXXXXXXXXX Class C preference XXXXXXXXXX XXXXXXXXXX Class D preference XXXXXXXXXX XXXXXXXXXX Class F-1 preference XXXXXXXXXX XXXXXXXXXX Class G preference XXXXXXXXXX XXXXXXXXXX Siblingco 3 Class A common XXXXXXXXXX XXXXXXXXXX Class A preference XXXXXXXXXX XXXXXXXXXX Class C preference XXXXXXXXXX XXXXXXXXXX Class D preference XXXXXXXXXX XXXXXXXXXX Class F-2 preference XXXXXXXXXX XXXXXXXXXX Class G preference XXXXXXXXXX XXXXXXXXXX Indirect Holdco 6 Sub Class E preference XXXXXXXXXX XXXXXXXXXX The Class A common shares of Holdco 2 are voting (XXXXXXXXXX vote per share), while all of the preference shares are non-voting and non-convertible. 17. ...

The aggregate FMV, immediately before the transfer of the Newco Common Shares by Canco to Tco described in Paragraph 44, of the Foreign Spinco membership interests 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, Canco is the distributing corporation and Foreign Spinco is the acquiror, (A x B/C) + D as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). 33. ...

DC has estimated its tax accounts as of XXXXXXXXXX as follows: (a) RDTOH – $XXXXXXXXXX (b) GRIP- $XXXXXXXXXX (c) CDA- $XXXXXXXXXX (d) pre-1972 CSOH- $XXXXXXXXXX Specifically, DC will not have any CDA or pre-1972 CSOH balance immediately before the Proposed Transactions. ...

XXXXXXXXXX; "US Treaty" means the Canada – United States Tax Convention (1980), as amended by the Protocols thereto. ...

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. ...