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Parentco will subscribe for Newco Common Shares for nominal consideration. 8. ... The Newco Preferred Shares described in Paragraph 6 will not be, at any time during the implementation of the Proposed Transactions described herein: (a) the subject of any undertaking that is a guarantee agreement; including any guarantee, covenant or agreement to purchase the Newco Preferred Shares and including the lending of funds to or the placing of amounts on deposit with, or on behalf of, Profitco or any “specified person” in relation thereto (as contemplated by subsection 112(2.2)) given to ensure that (i) any loss that Profitco or a specified person in relation thereto may sustain by reason of the ownership, holding or disposition of the Newco Preferred Shares or any other property is limited in any respect, or (ii) Profitco or a specified person in relation thereto will derive earnings by reason of the ownership, holding or disposition of the Newco Preferred Shares or any other property; (b) the subject of a dividend rental arrangement (and nor will any of the dividends paid on the Newco Preferred Shares in the course of the Proposed Transactions be received as part of a dividend rental arrangement); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i) other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 17. ...

There is no intention to list the XXXXXXXXXX on any public securities exchange. 14) The surrender of XXXXXXXXXX by a holder thereof to the Trust for Series XXXXXXXXXX Preferred Shares pursuant to the Holder Exchange Right, as described in 13 above, will be effected by the Trust: a) converting a corresponding principal amount of the ACO XXXXXXXXXX Note held by it into Series XXXXXXXXXX Preferred Shares in accordance with the terms thereof as set out below and b) redeeming each such XXXXXXXXXX in consideration for the transfer to the holder thereof by the Trust of the requisite number of Series XXXXXXXXXX Preferred Shares. 15) As required XXXXXXXXXX, if a XXXXXXXXXX Event occurs, each XXXXXXXXXX will automatically and mandatorily be exchanged (the "Automatic Exchange") for XXXXXXXXXX Series XXXXXXXXXX Preferred Shares. 16) The Automatic Exchange of XXXXXXXXXX for Series XXXXXXXXXX Preferred Shares as described in 15 above will be effected pursuant to the Share Exchange Agreement. ... On and after that date, ACO may, XXXXXXXXXX, redeem all or any part of the outstanding Series XXXXXXXXXX Preferred Shares upon notice by the payment of cash in an amount equal to the issue price per share plus all declared and unpaid dividends to the date fixed for redemption (the "Series XXXXXXXXXX Preferred Share Cash Redemption Price"). 28) On or after XXXXXXXXXX, ACO may at any time, XXXXXXXXXX, purchase Series XXXXXXXXXX Preferred Shares for cancellation in the open market or by tender or private contract at any price. 29) ACO may not redeem or purchase for cancellation the Series XXXXXXXXXX Preferred Shares for any consideration other than cash. 30) Holders of Series XXXXXXXXXX Preferred Shares do not have any voting rights except in certain extraordinary circumstances. ...

This agreement between the parties includes commitments from the Company regarding training and education, employment and business opportunities, environmental management, social and cultural issues and financial compensation in consideration of First Nation support for the Project; (n) "Income" for the Taxation Year of the Trust shall be the income or loss of the Trust for such year computed in accordance with the provisions of the Act before the application of subsections 75(2) and 104(6) thereof for purposes of calculating income in determining the "taxable income" of the Trust; and shall, for greater certainty include taxable capital gains, net of allowable capital losses, and any notional or deemed amounts required to be included in computing the taxable income of the Trust, but shall exclude capital dividends and the non-taxable portion of capital gains; (o) "Indian Act" means the Indian Act, R.S.C. 1985, c. ... Section XXXXXXXXXX of the IBA provides that the Company shall pay to the First Nation the stipulated payments as consideration for the First Nation consenting to the Company acquiring XXXXXXXXXX rights, licences and privileges associated with the Project from the XXXXXXXXXX Government. 13. ...

On XXXXXXXXXX, Parentco sold all of the issued and outstanding common shares of Lossco to Profitco for cash consideration equal to the aggregate FMV of the shares at that time. 14. ... As consideration for acquiring the Office Equipment Assets (and the interest in the associated leasing contracts) Lossco issued XXXXXXXXXX common shares and a promissory note for the balance of the purchase price. ...

The Trust will: (a) convert a corresponding $XXXXXXXXXX principal amount of the ACO XXXXXXXXXX Note held by it into XXXXXXXXXX Series XXXXXXXXXX Preferred Shares in accordance with the terms thereof; and (b) redeem each XXXXXXXXXX in consideration for the transfer to the holder thereof by the Trust of XXXXXXXXXX Series XXXXXXXXXX Preferred Shares. 18. ... The consideration for a redemption or a purchase by ACO of Series XXXXXXXXXX Preferred Shares may only be paid in cash. 35. ...

The Trust will: a) Convert a corresponding $XXXXXXXXXX principal amount of the ACO XXXXXXXXXX Note held by it into XXXXXXXXXX Series XXXXXXXXXX Preferred Shares in accordance with the terms thereof; and b) Redeem each XXXXXXXXXX in consideration for the transfer to the holder thereof by the Trust of XXXXXXXXXX Series XXXXXXXXXX Preferred Shares. 16. ... The consideration for a redemption or purchase by ACO of Series XXXXXXXXXX Preferred Shares may only be paid in cash. 32. ...

These transfers will be made for no consideration from the MCT. The MCT will issue units to the Fund and their characteristics will be identical to the Trust Units. ... These transfers will be made for no consideration from the MCT. 31. After the transfers and assumption of liabilities as described above, A CT, B CT, C CT, D CT and E CT will not have any assets or liabilities and will be dissolved. 32. ...

A would first dispose of his or her Holdco common shares in favour of his or her children for FMV consideration. The children would then dispose of the Holdco common shares in favour of another corporation ("Newco") in consideration for a promissory note. ...

The only consideration such Optionholder will receive for the disposition of his/her Existing DC Options will be New DC Options. ... The only consideration such Transferred Employee will receive for the disposition of his or her Existing DC Options will be Spinco Options. ...

The amount of the dividend would reflect the tax savings resulting from the utilization of the non-capital losses of Lossco and other considerations and is estimated for the purposes of this ruling to be no more than XXXXXXXXXX% of the amount of the non-capital losses utilized in the year. ... None of the issued shares referred to herein (including the shares to be issued as described in the proposed transactions) are or will be, at any time during the implementation of the proposed transactions described herein: (a) the subject of any undertaking that is a guarantee agreement; (b) the subject of a dividend rental arrangement; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 22. ...