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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. ...

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. ...

The subject matter to be covered was divided into three parts: • Part One: Principles and methods • Part Two: Applications • Part Three: Specific subjects (e.g. permanent establishment) The report's revised Part One, containing the most important subject matter, was published in the summer of 1994 for comments by members of the public; the final version was published in July of 1995. ... There has been no radical change in recognition and classification of the various methods — the superiority of methods based on transaction values is reaffirmed. ...

The aggregate FMV, immediately before Distribution 1, of the Non-Canadian DC 1 Common Shares owned by Forco 3 will be equal to or approximate the amount determined by the formula: (A × B/C) + D as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1) on the assumption that Forco 3 is the participant, Canadian DC is the distributing corporation and Non-Canadian DC 1 is the acquiror. ... The aggregate FMV, immediately before Distribution 2, of the Non-Canadian DC 2 Common Shares owned by Forco 3 will be equal to or approximate the amount determined by the formula: (A × B/C) + D as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1) on the assumption that Forco 3 is the participant, Canadian DC is the distributing corporation and Non-Canadian DC 2 is the acquiror. ... The aggregate FMV, immediately before the transfer of property by Non-Canadian DC 2 to Foreign Spinco2-Sub described in Paragraph 117, of the Non-Canadian DC 2 Common Shares owned by Foreign Pubco will be equal to or approximate the amount determined by the formula: (A × B/C) + D as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1) on the assumption that Foreign Pubco is the participant, Non-Canadian DC 2 is the distributing corporation and Foreign Spinco 2 is the acquiror. ...

The following terms have the meanings specified: "Bidco" means XXXXXXXXXX, a taxable Canadian corporation that was incorporated in XXXXXXXXXX and, a wholly owned subsidiary of Subco; "Circular" means the take-over bid Circular dated XXXXXXXXXX accompanying the Offer and forming part of the Offer; "Compulsory Acquisition" means the forced acquisition of Units of Dissenting Unitholders in accordance with section XXXXXXXXXX of the Declaration of Trust; "Declaration of Trust" means the declaration of trust governing the Fund dated XXXXXXXXXX, as amended and restated as of XXXXXXXXXX, and as amended from time to time; "Dissenting Unitholder" means a Unitholder who does not deposit his or her Units under an offer to purchase Units; "Fund Third Party Debt" means the amount owed by the Fund to third party lenders immediately before the proposed transaction as described in paragraph 8 below; "Fund" means XXXXXXXXXX an unincorporated, limited purpose trust established under the laws of the XXXXXXXXXX and its head office is located at XXXXXXXXXX; "GPCo" means XXXXXXXXXX, the general partner of the Partnership; "Lock-up Agreements" means the lock-up agreements each dated XXXXXXXXXX among Bidco, Subco and XXXXXXXXXX on the one hand, and among Bidco, Subco and XXXXXXXXXX on the other hand; "Newco" means the one or more taxable Canadian corporations that the Partnership will create and wholly-own, and through which it will operate its business, as referred to in paragraph 30(a); "Normal Growth Guidelines" means the Guidance Provided on "Normal Growth" for Income Trusts and Other Flow-Through Entities issued in a press release by the Department of Finance on December 15, 2006; "Note" means the demand non-interest bearing promissory note that will be issued by Bidco to the Fund as partial consideration for the sale of the Fund's assets as described in paragraph 28(d) below; XXXXXXXXXX; "Notice to Dissenting Unitholders" means the notice that may be given under section XXXXXXXXXX of the Declaration of Trust to Dissenting Unitholders by a person making an offer to purchase Units in order to force a Compulsory Acquisition; "Offer" means the offer dated XXXXXXXXXX made by Bidco (as amended by the Notice of Variation and Extension) to acquire all of the outstanding Units; "Parent" means XXXXXXXXXX, a taxable Canadian corporation that was incorporated under and governed by the XXXXXXXXXX; "Partnership Agreement" means the partnership agreement governing the Partnership dated XXXXXXXXXX, as amended and restated as of XXXXXXXXXX and as amended from time to time; "Partnership" means XXXXXXXXXX, a limited partnership established under the laws of the XXXXXXXXXX that is governed by the Partnership Agreement and the Partnership is presently, and will continue to be, a "Canadian partnership", within the meaning of that term in subsection 102(1), until it ceases to exist; "Residual Amount" means the amount equal to the difference between the face value of the Note and the amount of the capital gain made payable to Bidco as described in paragraph 28(e) below; "SIFT Partnership" means a "specified investment flow-through partnership" as that term is defined in subsection 197(1); "SIFT Trust" means a "specified investment flow-through trust" as that term is defined in subsection 122.1(1); "Special Resolution" means a resolution adopted by Unitholders at a special meeting of Unitholders and passed by the affirmative votes of the holders of at least XXXXXXXXXX% of the Units represented at such meeting or approved in writing by holders of at least XXXXXXXXXX % of the votes represented by the Units entitled to vote on such resolution; "Stock Exchange" means the XXXXXXXXXX; "Subco New Third Party Debt" means the debt that Subco has incurred by borrowing from third party lenders in order, inter alia, to fund the purchase of the Units under the Offer. ... XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...