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In any event, the Notional Contribution for a Participant for any year shall not exceed the amount determined by the formula: XXXXXXXXXX% x (A- B) where A = the Participant's Compensation for the year, and B = the amount of the "RRSP dollar limit" for the year as defined in subsection 146(1) of the Act, divided by XXXXXXXXXX%. ...

Consequently, as a result of the common share acquisition by CanSubco on XXXXXXXXXX, its equity percentage in Targetco exceeded XXXXXXXXXX % as computed without reference to the treasury shares. At no time prior to XXXXXXXXXX did the equity percentage of CanSubco, and each person related to CanSubco, in Targetco exceed XXXXXXXXXX %. ... On XXXXXXXXXX, Acquisitionco acquired XXXXXXXXXX common shares in the capital stock of Targetco tendered by the public for cash proceeds of US$XXXXXXXXXX per share, representing approximately XXXXXXXXXX % of the outstanding common shares (not otherwise owned by CanSubco). ...

Through its ownership of the Spin-off Shares, Holdco has de jure control of Subco I as it owns approximately XXXXXXXXXX % of the issued and outstanding voting shares of the capital stock of Subco I. 5. ... XXXXXXXXXX Transactions Pursuant to the XXXXXXXXXX Agreement, Executive will dispose of his remaining XXXXXXXXXX % interest in Subco I in XXXXXXXXXX. ... To date, a total of XXXXXXXXXX Class XXXXXXXXXX common shares of the capital stock of Subco I, in respect of XXXXXXXXXX Participants, have either been acquired from the Participants by Subco IV or exchanged for other shares of the capital stock of Subco I, for total consideration of approximately $ XXXXXXXXXX. 33. ...

PRINCIPAL ISSUE: The taxpayer proposes to make certain changes to the Employee Bonus Plan for the taxation year ended in XXXXXXXXXX and as a consequence is seeking a new ruling (see previous ruling document # 992523). ... (f) Vesting A Participant's right to an amount in respect of the returns or proceeds of disposition that are realized on Qualifying Investments, to the extent that they relate to the Participant's leverage amount only, vests XXXXXXXXXX % on each of XXXXXXXXXX. ... Under these circumstances, a Participant will continue to be entitled to receive XXXXXXXXXX % of the returns based on returns or proceeds of disposition that are realized on Qualifying Investments that relate to the Participant's leverage amount regardless of the vesting schedule. ...

The fair market value, immediately before the transfer described in the previous Paragraph, of each Participant's shares of the capital stock of Spinco1 will be equal to the amount determined by the formula: (A × B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). 27. ... The fair market value, immediately before such transfer, of each Participant's shares of the capital stock of Spinco2 will be equal to the amount determined by the formula: (A × B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ...

Financing 12.The XXXXXXXXXX Partnership intends to raise financing to pay the XXXXXXXXXX Expenses through the issuance of Class XXXXXXXXXX Limited Partnership Units (the " XXXXXXXXXX Units") and Class XXXXXXXXXX Limited Partnership Units (the " XXXXXXXXXX Units"), as more particularly set out below. ...

Subco 2 used to hold a XXXXXXXXXX % interest in the Partnership which has been incorporated as Corp. as described in paragraph 12 below. 11. ... By way of illustration, if the aggregate investment in XXXXXXXXXX by Corp. is $XXXXXXXXXX and in the computation in (a) above it is determined that XXXXXXXXXX % of XXXXXXXXXX property on a gross basis is cash and near cash and XXXXXXXXXX % is business property, then $XXXXXXXXXX would be added to Corp.’s cash and near cash and $XXXXXXXXXX would be added to its business property. ...

As at XXXXXXXXXX had XXXXXXXXXX common shares issued and outstanding of which XXXXXXXXXX shares are owned by XXXXXXXXXX, representing approximately XXXXXXXXXX %, and the remaining XXXXXXXXXX % are widely held and publicly trading primarily on the XXXXXXXXXX Stock Exchange. 14. ... XXXXXXXXXX has its executive office in XXXXXXXXXX indirectly holds XXXXXXXXXX % of the issued and outstanding common shares of XXXXXXXXXX has a XXXXXXXXXX taxation year-end. 16. ... The Newlossco 5 Note, the Newlossco 6 Note, the Newlossco 7 and the Newlossco 8 Note will each carry an interest rate of XXXXXXXXXX % per annum and have a term not to exceed two years and certain prepayment options. 45. ...

XXXXXXXXXX [UKCo1] indirectly owns XXXXXXXXXX % of the issued and outstanding shares of XXXXXXXXXX [UKCo2]. XXXXXXXXXX [UKCo2] is the indirect parent of subsidiaries which own XXXXXXXXXX % of the issued and outstanding shares of XXXXXXXXXX [UKCo4]. XXXXXXXXXX [UKCo4] owns XXXXXXXXXX % of the shares of XXXXXXXXXX [UKCo3]. ...

DC files its federal corporate tax returns at the XXXXXXXXXX Tax Centre and its tax affairs are administered by the XXXXXXXXXX Tax Services Office; "DC Butterfly Shares" means the new class of shares in the capital of DC described in Paragraph 23; "DC Butterfly Share Redemption Amount" has the meaning set out in Paragraph 23; "DC Common Shares" means the A Common Shares, B Common Shares and C Common Shares described in Paragraph 2; "DC Group" means DC and its Subsidiaries including Subco 1, Subco 2, Subco 3, Foreignco 1, Foreignco 2 and Foreignco 3; "DC New Common Shares" means the Class D Common Shares, Class E Common Shares, Class F Common Shares, Class G Common Shares, and Class H Common Shares of DC described in Paragraph 23; "DC Preferred Shares" means the A Preferred Shares and B Preferred Shares described in Paragraph 2; "DC Redemption Note" means the promissory note to be issued by DC, as described in Paragraph 41; "DC Retained Business" means the production, processing and sale of XXXXXXXXXX business carried on by DC indirectly through its Subsidiaries including Subco 1, Subco 2, Subco 3, Foreignco 1, Foreignco 2 and Foreignco 3, as described in Paragraph 5; "DC Share Exchange" has the meaning set out in Paragraph 24; "DC Shares" means the DC Common Shares and the DC Preferred Shares described in Paragraph 2; "DC Shareholder" means a holder of DC shares; "DC Transferred Business 1" means DC's XXXXXXXXXX business carried on indirectly through Subco 1, as described in Paragraph 5; "DC Transferred Business 2" means DC's XXXXXXXXXX business carried on indirectly through Subco 1, as described in Paragraph 2; "distribution" has the meaning assigned by subsection 55(1); "dividend rental arrangement" " has the meaning assigned by subsection 248(1); "Effective Date" means the effective date of the Plan of Arrangement; "Effective Time" means XXXXXXXXXX on the Effective Date, which is the time that the Proposed Transactions will be implemented; "eligible dividend" has the meaning assigned by subsection 89(1); "eligible property" has the meaning assigned by subsection 85(1.1); "FMV" means fair market value, being the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and without compulsion to act, expressed in terms of cash; "foreign affiliate" has the meaning assigned by subsection 95(1); "Foreignco 1" means XXXXXXXXXX, which is a company incorporated under Act 2 and a member of the DC Group; "Foreignco 2" means XXXXXXXXXX, which is a company incorporated under Act 2 and a member of the DC Group; "Foreignco3" means XXXXXXXXXX, which is a company incorporated under Act 4 and a member of the DC Group; "forgiven amount" has the meaning assigned by subsection 80(1) and subsection 80.01(1); "guarantee agreement" has the meaning assigned by subsection 112(2.2); "inventory" has the meaning assigned by subsection 248(1); "Invited Employees" has the meaning set out in Paragraph 11; "PUC" means paid-up capital, as defined in subsection 89(1); "Paragraph" refers to a numbered paragraph in this letter; "Participant" means a DC Shareholder, other than a Dissenting Shareholder; "Plan of Arrangement" means a plan of arrangement under Act 3 in the form to be approved by the DC Shareholders to effect the spinoff divisive reorganization as described in the Proposed Transactions, as amended, modified or supplemented from time to time in accordance with the arrangement agreement entered into between DC and Spinco, the Plan of Arrangement or at the direction of the court; "prepaid expenses" means the rights arising out of the prepayment of expenses; "principal amount" has the meaning assigned by subsection 248(1); "private corporation" has the meaning assigned by subsection 89(1); "proceeds of disposition" has the meaning assigned by section 54; "Proposed Transactions" means the proposed transactions which are described in Paragraphs 17 to 43 inclusively; "XXXXXXXXXX Dividends" means ordinary course dividends paid by DC pursuant to its long-standing policy to declare and pay, subject to maintaining DC's financial integrity, dividends XXXXXXXXXX over a fiscal year; "RDTOH" means refundable dividend tax on hand, within the meaning of subsection 129(3); "related persons" means, in relation to a particular person, another person who is related to the particular person by virtue of subsection 251(2), as modified for the purposes of section 55 by paragraph 55(5)(e); "Repurchase Dissent Right" means a right of a DC Shareholder to require DC to repurchase any particular class of its DC Shares as provided under Act 3, or as required by an order of the court in respect of the arrangement agreement entered into between DC and Spinco and the Plan of Arrangement, as described in Paragraph 19; "restricted financial institution" has the meaning assigned by subsection 248(1); "Sale Note" has the meaning set out in Paragraph 31; "series of transactions or events" includes the transactions or events referred to in subsection 248(10); "short-term preferred share" has the meaning assigned by subsection 248(1); "significant influence" has the meaning assigned by Section 3051.04 of the Accounting Standards for Private Enterprises or by IAS 28 of the International Financial Reporting Standards, as more particularly described in Paragraph 35(iii); "specified class" has the meaning assigned by subsection 55(1); "specified financial institution" has the meaning assigned by subsection 248(1); "specified investment business" has the meaning assigned by subsection 125(7); "specified shareholder" has the meaning assigned by subsection 248(1), as modified by subsections 55(3.2), (3.3) and (3.4); "Spinco" means XXXXXXXXXX, that was incorporated under Act 3 on XXXXXXXXXX; "Spinco Common Shares" means the common shares in the capital of Spinco described in Paragraph 13; "Spinco Redemption Note" means the promissory note described in Paragraph 39; "Spinco Redemption Shares" means the class of preferred shares in the capital of Spinco described in Paragraph 22; "Spinco Redemption Share Amount" has the meaning set out in Paragraph 22; "Spinco Share Exchange" has the meaning set out in Paragraph 27; "stated capital" in respect of the share capital of a corporation has the meaning assigned by the statute by which the corporation is governed at the relevant time; "Subco 1" means XXXXXXXXXX, which is a company incorporated under Act 1 and a member of the DC Group; "Subco 1 Land 1" has the meaning set out in Paragraph 7; "Subco 1 Land 2" has the meaning set out in Paragraph 7; "Subco 1 Retained Business" means Subco 1's XXXXXXXXXX business described in Paragraph 10; "Subco 1 Services Business" has the meaning set out in Paragraph 10(a); "Subco 1 Shares" means the shares of Subco 1, as described in Paragraph 6; "Subco 1 Transferred Business 1" means Subco 1's XXXXXXXXXX business described in Paragraph 7; "Subco 1 Transferred Business 2" means Subco 1's XXXXXXXXXX business described in 7; "Subco 2" means XXXXXXXXXX, which is a company incorporated under Act 1 and a member of the DC Group; "Subco 2 Lease" has the meaning set out in Paragraph 10(c); "Subco 2 Property 1" has the meaning set out in Paragraph 10(b); "Subco 3" means XXXXXXXXXX, which is a company incorporated under Act 1 and a member of the DC Group; "Subsidiaries" means the subsidiaries of DC, which include Subco 1, Subco 2, Subco 3, Foreignco 1, Foreignco 2 and Foreignco 3; "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable dividend" has the meaning assigned by subsection 89(1); "taxable preferred shares" has the meaning assigned by subsection 248(1); "taxable RFI share" has the meaning assigned by subsection 248(1); "taxation year" has the meaning assigned by subsection 249(1); "term preferred shares" has the meaning assigned by subsection 248(1); "Transfer" means the transfer by DC of the Transferred Assets to Spinco, as described in Paragraph 37; "Transferred Assets" means all of the Subco 1 Shares held by DC to be transferred to Spinco, as described in Paragraph 37; and "Units" has the meaning set out in Paragraph 11. ... Immediately before the Transfer, the aggregate FMV of the Spinco Common Shares owned by each Participant will be equal to or approximate the amount determined by the formula: (A × B/C) + D as set out in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1), on the assumption that each Participant is a participant, DC is the distributing corporation and Spinco is the acquiror. ...