Search - 哈尔滨到北京 公里数

& Class ACB PUC FMV Voting D XXXX B $XXX $XXX $XXX Yes A Holdco XXXX A1 $XXX $XXX $XXX No B Holdco XXXX A2 $XXX $XXX $XXX No C Holdco XXXX A3 $XXX $XXX $XXX No 10. ... & Class ACB PUC FMV Voting C Holdco XXXX A3 $XXX $XXX $XXX No XXXX F3 $XXX $XXX $XXX No B Holdco XXXX A2 $XXX $XXX $XXX No XXXX F2 $XXX $XXX $XXX No A Holdco XXXX A1 $XXX $XXX $XXX No XXXX F1 $XXX $XXX $XXX No D Holdco XXXX X1 $XXX $XXX $XXX No D XXXX B $XXX $XXX $XXX Yes XXXX X $XXX $XXX $XXX No Total: $XXX 13. ... Upon CCo’s incorporation, the following entities and individuals will subscribe for the following shares in CCo: Shareholder No & Class Subscription Voting Price GP XXXX C2 $XXXX Yes D XXXX C1 $XXXX Yes XXXX X $XXXX No D Holdco XXXX X1 $XXXX No 34. ...

Definitions: Except as otherwise indicated, the following terms have meanings specified below: (a) "AA Co" means XXXXXXXXXX, the general partner of LP; (b) "A LP" means the XXXXXXXXXX to be formed under the laws of the Province; (c) "Act" means the Income Tax Act, R.S.C. 1985 (5th Suppl.) 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; (d) "Arm's Length" has the meaning assigned by section 251 of the Act; (e) "B LP" means the XXXXXXXXXX formed under the laws of the Province; (f) "Bondholders" means the beneficial owners of the Bonds to be issued pursuant to the Trust Indenture; (g) "Bonds" means the Senior Bonds and the Junior Bonds; (h) "Bond Trustee" means XXXXXXXXXX as set out in the Trust Indenture; (i) "C LP" means the XXXXXXXXXX to be formed under the laws of the Province; (j) "Canadian Partnership" has the meaning assigned by subsection 102(1) of the Act; (k) "Charity Trust" means the charitable trust, the terms of which provide that all of the net income of the Charity Trust, after trustees' fees, will be distributed to qualified donees (as defined in the Act) identified in the Charity Trust, on an annual basis in such proportions as the Charity Trustee shall determine; (l) "Charity Trustee" means a licensed Canadian trust company which is the trustee of the Charity Trust; (m) "Construction Period" means the period from Financial Close to the final commercial operation date; (n) "D LP" means the XXXXXXXXXX formed under the laws of the Province; (o) "E LP" means the XXXXXXXXXX to be formed under the laws of the Province; (p) "Electricity Purchase Agreements" means the XXXXXXXXXX; (q) "Encumbrance" means any mortgage, lien, pledge, judgment, execution, charge, security interest, restriction, claim or encumbrance of any nature whatsoever including statutory lien claims or deemed trusts of XXXXXXXXXX; (r) "F LP" means the XXXXXXXXXX formed under the laws of the Province; (s) "Financial Close" means the date upon which all the conditions precedent to the Financial Close are met or waived by the Bond Trustee, the Underwriter and the Financial Guarantor and settlement of funds occurs; (t) "Financial Guarantor" means XXXXXXXXXX; (u) "Financial Guaranty" has the meaning set out in 20 below; (v) "Financing Documents" means: (a) the Senior Bonds and Junior Bonds; (b) the Guaranty Agreement; (c) the Trust Indenture and any Supplemental Indenture; (d) the Security Documents; (e) the Intercreditor Agreement; (f) the credit documentation between Finco, the Limited Partnerships and the General Partners, including the On-Lending Credit Agreements; and (g) the underwriting agreement; (w) "Finco" means XXXXXXXXXX, a taxable Canadian corporation (as defined in subsection 89(1) of the Act) incorporated under the laws of the Province, all of whose shares will be wholly-owned by the Charity Trust; (x) "Guaranty Agreement" means the agreement made between the Financial Guarantor, Finco and the XXXXXXXXXX Entities; (y) "General Partners" means GP and AA Co; (z) "GP" means XXXXXXXXXX; (aa) "XXXXXXXXXX Entities" means the Limited Partnerships and the General Partners; (bb) "XXXXXXXXXX Authority" means the XXXXXXXXXX; (cc) "Intercreditor Agreement" means the agreement made among the Financial Guarantor, the Bond Trustee, Finco and the XXXXXXXXXX Entities; (dd) "Junior Bonds" means the series of subordinated real return bonds in an amount to be determined by the Underwriter; ranking junior to the Senior Bonds and pari passu as among themselves; (ee) "Junior On-lending Credit Agreement" means the junior LP credit agreement to be entered into between Finco, as lender, and LP, as borrower; (ff) XXXXXXXXXX; (gg) "XXXXXXXXXX Projects" means: XXXXXXXXXX; (hh) "LP" means the XXXXXXXXXX formed on XXXXXXXXXX, under the laws of the Province, which changed its name to XXXXXXXXXX prior to the commencement of the Proposed Transactions; (ii) "Limited Partnerships" means the XXXXXXXXXX ("A LP"), the XXXXXXXXXX ("B LP"), the XXXXXXXXXX ("LP"), the XXXXXXXXXX ("C LP"), the XXXXXXXXXX ("D LP"), the XXXXXXXXXX ("E LP") and the XXXXXXXXXX ("F LP"), and "Limited Partnership" means any one of them; (jj) "Major Project Parties" means the XXXXXXXXXX Entities, XXXXXXXXXX Authority, XXXXXXXXXX, and, for so long as they have material obligations outstanding under the construction contract, the contractor in respect of the Projects and the guarantors thereof, if applicable, and a "Major Project Party" means any one of them; (kk) "Material Adverse Effect" means an event or circumstance which has a material and adverse effect on: (i) the ability of any of Finco, or the XXXXXXXXXX Entities to perform (a) their payment obligations under the Financing Documents, (b) their non-payment obligations under the Financing Documents, or (c) their obligations under the Material Project Contracts; or (ii) (a) the enforceability or effectiveness of the interests of the Bondholders, the Bond Trustee or the Financial Guarantor under the Financing Documents; or (b) the assets, properties, operations or condition, financial or otherwise, of Finco and any of the XXXXXXXXXX Entities taken as a whole; (ll) "Material Project Contracts" includes, among others: (i) XXXXXXXXXX; (ii) the construction contract in respect of the Projects; (iii) XXXXXXXXXX; (iv) a participation agreement made between the XXXXXXXXXX and the Limited Partnerships; (v) XXXXXXXXXX; (vi) the licenses of occupation issued by XXXXXXXXXX in relation to the Projects; (vii) XXXXXXXXXX; (viii) XXXXXXXXXX; (ix) insurance coverage with the Bond Trustee as named insured and first loss payee where appropriate, together with mortgage endorsement; (x) any other contracts with respect to which, having regard to the nature of the goods or services or the identity of the contract counterparty, a default by the counterparty thereunder would have a Material Adverse Effect; (xi) any guarantees or credit support provided by the construction guarantor or from the other Major Project Parties in respect of the other Material Project Contracts; (xii) the subleases taken from XXXXXXXXXX; and (xiii) in respect of the licences of occupation any leases, statutory rights of way or similar interests in land obtained in substitution therefor; (mm) "Non-Resident Bondholder" means a Bondholder that is a non-resident of Canada for the purposes of the Act; (nn) "On-lending Credit Agreements" means the Senior On-lending Credit Agreement and the Junior On-lending Credit Agreement; (oo) "Partners" means the General Partners and the limited partners of each of the Limited Partnerships; (pp) "Permitted Investment" means bonds, debentures, notes, bills of exchange, securities, structured deposit note or other evidence of indebtedness issued or guaranteed by: (i) the Government of Canada; (ii) any Province of Canada, provided that such instruments are rated at least R 1(mid) or the equivalent rating from Standard & Poor's Rating Group or Moody's Investors Service Inc.; or (iii) any of the Schedule I Canadian chartered banks having a rating of A+ or better from Standard & Poor's Rating Group or Moody's Investors Service Inc., which are, in each case, short term cash equivalent investments selected by Finco, as applicable, provided that, in the case of instruments described in (iii) above, such instruments shall not have a maturity of greater than XXXXXXXXXX years, and includes the Structured Deposit Note; (qq) "Project LPs" means the A LP, B LP, C LP, D LP, E LP and F LP, and "Project LP" means any one of them; (rr) "Projects" means the XXXXXXXXXX; (ss) "Proposed Transactions" means the transactions described in 11 to 23 below; (tt) "Province" means the province of XXXXXXXXXX; (uu) "Security" means each and every Encumbrance created by, or pursuant to, the Security Documents; (vv) "Security Documents" means: (i) a debenture executed by Finco and a debenture executed by the XXXXXXXXXX Entities, each in favour of the security agent referred to therein, with each such grantor granting a mortgage over all of its present and future real property and interests therein in connection with the Projects, a security interest in all of its present and after-acquired personal property other than certain accounts, and a floating charge over all of its other present and future assets other than certain accounts; (ii) a security agreement executed by the Charity Trust and the Charity Trustee in its capacity as trustee in favour of the security agent for purposes of granting a security interest in all of the grantor's present and future shares and other securities in Finco; a limited recourse guarantee executed by X LP in favour of the Bond Trustee for purposes of guaranteeing all of Finco's obligations under or in respect of the Bonds, the Guaranty Agreement, the Trust Indenture and each Supplemental Indenture; (iii) a security agreement executed by X LP and its general partner in its capacity as general partner in favour of the security agent for purposes of granting a security interest in all of the grantor's present and future units and other securities in LP; (iv) a security agreement executed by LP and its general partner in its capacity as general partner in favour of the security agent for purposes of granting a security interest in all of the grantor's present and future units and other securities in the respective Project LPs; (ww) "Senior Bonds" means: (i) the approximately C$XXXXXXXXXX aggregate face amount of senior real return Series A Bonds; and (ii) the approximately C$XXXXXXXXXX aggregate face amount of senior fixed rate Series B Bonds; ranking pari passu as among themselves; (xx) "Senior On-lending Credit Agreement" means the senior LP credit agreement to be entered into between Finco, as lender, and LP as borrower; (yy) "Structured Deposit Note" means a deposit product issued by the XXXXXXXXXX to LP that provides a fixed rate of return and cash flow customization during the construction period, as selected and structured by LP and which shall be held in the bond proceeds escrow account; (zz) "Supplemental Indenture" means an indenture supplemental to the Trust Indenture entered into among Finco, the Bond Trustee and the XXXXXXXXXX Entities; (aaa) "Trigger Event" includes: (i) failure to meet the annual debt service cover ratio of XXXXXXXXXX and the XXXXXXXXXX account balance is zero; (ii) the independent engineer provides written notice to the Bond Trustee and the Financial Guarantor that there will be insufficient funds to complete construction, or there will be a material delay in construction, meaning a delay of at least XXXXXXXXXX days in the construction schedule; (iii) a material default under any terms of the construction contract in respect of the Projects has occurred and is continuing; (iv) a failure to make a contribution to the major maintenance reserve account held by the Bond Trustee at the prescribed time; and (v) the failure of the Limited Partnerships to pay any required performance liquidated damages under the XXXXXXXXXX; (bbb) "Trust Indenture" means the trust indenture entered into among the Bond Trustee, Finco, and the XXXXXXXXXX Entities, pursuant to which the Bonds will be issued to the Bondholders; (ccc) "Underwriter" means XXXXXXXXXX; (ddd) "U LP" means the XXXXXXXXXX formed on XXXXXXXXXX under the laws of the Province, having XXXXXXXXXX. and X Co as its general partners; (eee) XXXXXXXXXX; (fff) "XXXXXXXXXX Projects" means: XXXXXXXXXX; (ggg) "X Co" means XXXXXXXXXX; and (hhh) "X LP" means XXXXXXXXXX. ...

As consideration for the transfers of property described in Paragraph 17 above, each SiblingCo will: (a) assume an appropriate amount of liabilities of DC; and (b) issue to DC preference shares of its capital stock that represent more than XXXXXXXXXX % of all of the issued shares (having full voting rights under all circumstances) of the particular SiblingCo and that have an aggregate redemption amount and aggregate FMV equal to the aggregate FMV of all property transferred by DC to the SiblingCo less the amount of the liabilities of DC assumed by the particular SiblingCo as described in Subparagraph (a). Following the issuance by a SiblingCo of its preference shares to DC, those preference shares will have an aggregate FMV that is more than XXXXXXXXXX % of the aggregate FMV at that time of all of the issued shares of the particular SiblingCo. ...

The Subco Preferred Shares will be: (a) non-participating and non-voting; (b) entitled to an annual cumulative dividend rate, applied to the redemption amount (as described in 25 below) of the shares, equal to the interest rate applicable to the Demand Loan (as described in 24 below) plus XXXXXXXXXX %. ... Based on the information received from XXXXXXXXXX, Lossco's investment bankers, the interest rate is expected to be not greater than XXXXXXXXXX %. ...

More particularly, the Partners are as listed in your XXXXXXXXXX, letter to us and are XXXXXXXXXX (n) "Partnership" means the partnership, which currently carries on the Practice under the firm name and style of "XXXXXXXXXX ". ... Each Partner currently works approximately the same number of hours, except for a few who work less hours and are only entitled to XXXXXXXXXX % of a full share of the net profits of the Partnership. ...

Yours truly, XXXXXXXXXX Manager Resources Section Reorganizations Division Income Tax Rulings Directorate Legislative Policy & Regulatory Affairs Branch APPENDIX A- PROPERTY 1 XXXXXXXXXX APPENDIX B- PROPERTY 2 XXXXXXXXXX APPENDIX C- PROPERTY 3 XXXXXXXXXX APPENDIX D – PROPERTY 4 XXXXXXXXXX APPENDIX E- PROPERTY 4 XXXXXXXXX ...

Following this distribution, Newco will have at least XXXXXXXXXX shareholders holding Class A Shares having a fair market value of at least $XXXXXXXXXX, and insiders of Newco will hold less than XXXXXXXXXX % of the issued and outstanding Class A Shares. ... Yours truly, XXXXXXXXXX Section Manager For Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

The amount of the taxable dividend paid by Amalco was approximately $ XXXXXXXXXX. 26. ... The amount of the PUC reduction was approximately $ XXXXXXXXXX. For greater certainty, the payment on the PUC reduction did not exceed the aggregate PUC or aggregate ACB of the Canco Preferred Shares to NRco D. 27. ...

The authorized capital of each of the Newcos will consist of: (a) an unlimited number of voting common shares; (b) an unlimited number of Class A non-voting, redeemable and retractable special shares ("Newco Class A Special Shares"), bearing a non-cumulative dividend rate of XXXXXXXXXX % per annum on the redemption price; and (c) an unlimited number of Class B non-voting, redeemable and retractable special shares ("Newco Class B Special Shares"), bearing a non-cumulative dividend rate of XXXXXXXXXX % per annum on the redemption price. ...

XXXXXXXXXX Holdco owns XXXXXXXXXX % of the issued and outstanding shares of XXXXXXXXXX. 27. ... Yours truly, XXXXXXXXXX Section Manager For Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...