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Using the proceeds of the Profitco Loan, Profitco will subscribe for preferred shares of Lossco (“Lossco Preferred Shares”) for cash consideration of approximately $XXXXXXXXXX. ... At no time during the implementation of the Proposed Transactions described in this letter will the Lossco Preferred Shares be: a. the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement” b. the subject of a dividend rental arrangement as defined in subsection 248(1); c. the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or d. issued for consideration (nor will Profitco receive any other property, directly or indirectly, from an investor or any property substituted therefor) 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 would be related (if the Act were read without reference to paragraph 251(5)(b)); or ii. any right of the type described in subparagraph 112(2.4)(b)(ii). 24. ...

Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: (a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee arrangement”; (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). 39. ...

Ces principes sont les suivants: (1) Le paragraphe 111(5) de la Loi de l'impôt sur le revenu vise le contrôle de jure, et non pas le contrôle de facto. (2) Le critère général du contrôle de jure a été énoncé dans l'arrêt Buckerfield's précité: il s'agit de décider si l'actionnaire majoritaire exerce un «contrôle effectif» sur «les affaires et les destinées» de la société, contrôle qui ressort de la «propriété d'un nombre d'actions conférant la majorité des voix pour l'élection du conseil d'administration». (3) Pour décider s'il y a «contrôle effectif», il faut prendre en considération ce qui suit: a) la loi qui régit la société; b) le registre des actionnaires de la société; c) toute restriction, particulière ou exceptionnelle, imposée soit au pouvoir de l'actionnaire majoritaire de contrôler l'élection du conseil, soit au pouvoir du conseil de gérer l'entreprise et les affaires internes de la société, qui ressort de l'un ou l'autre des documents suivants: (i) des actes constitutifs de la société; (ii) d'une convention unanime des actionnaires. (4) Les documents autres que le registre des actionnaires, les actes constitutifs et les conventions unanimes des actionnaires ne doivent généralement pas être pris en considération à cette fin. (5) Lorsqu'il existe une restriction du genre visé à l'alinéa 3c), l'actionnaire majoritaire peut tout de même exercer le contrôle de jure, à moins qu'il ne dispose d'aucun moyen d'exercer un «contrôle effectif» sur les affaires et les destinées de la société, d'une manière analogue ou équivalente au critère de Buckerfield's. ...

Forco 1 will subscribe for shares of Foreign SpincoSub upon its incorporation for cash consideration. 33. ... Foreign SpincoSub will subscribe for Canadian TC Common Shares on its incorporation for nominal cash consideration. ... In consideration for the Foreign Pubco Transfer, Foreign Spinco will: (a) pay cash; (b) issue debt securities; and (c) issue a number of Foreign Spinco common shares, to Foreign Pubco. ...

One of the considerations in determining the reasonableness of the profit allocation is the personal use of the partnership property by a partner. ... The client's financial situation will be taken fully into consideration in arriving at an arrangement based upon his or her ability to pay. ... If the year is still open (not statute-barred), the department can raise other issues and, if noted, will refer them to Audit or Assessing for consideration. ...

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. ... The terms of the Offer provided that Unitholders who will be accepting the Offer irrevocably appoint Bidco as lawful agent to vote and execute any required documentation approving the following Special Resolutions, which were adopted on XXXXXXXXXX (the Declaration of Trust was amended accordingly on the same day): (a) to amend section XXXXXXXXXX of the Declaration of Trust to provide that a Compulsory Acquisition may be effected if Bidco and its affiliates, after take up and payment of Units deposited under the Offer, hold at least XXXXXXXXXX% of the Units; (b) to amend section XXXXXXXXXX of the Declaration of Trust to provide that Units held by Dissenting Unitholders will be deemed to have been transferred to Bidco immediately on the giving of the Notice to Dissenting Unitholders (as opposed to the 20-day period after the sending of such notice as described in paragraph 7(i) above) and that those Dissenting Unitholders will cease to have any rights as Unitholders from and after that time, other than the right to be paid the same consideration that Bidco would have paid them if they had tendered those Units to the Offer; (c) to approve any Compulsory Acquisition that may be undertaken by Bidco under the Declaration of Trust as amended in accordance with the foregoing; (d) to amend the Declaration of Trust to permit Bidco, notwithstanding anything to the contrary contained therein, to vote, execute and deliver any instruments of proxy, authorizations, requisitions, resolutions, consents or directions in respect of the Units taken up under the Offer, and authorizing Bidco to execute any such amendment to the Declaration of Trust in connection therewith; (e) to direct the board of trustees of the Fund and all directors and officers of the Partnership, the Fund and its subsidiaries to cooperate in all respects with Bidco regarding the foregoing including in completing any Compulsory Acquisition undertaken by Bidco in accordance therewith; and (f) to authorize any officer or director of Bidco or Subco, and any other persons designated by Bidco or Subco in writing, to execute and deliver all documents and do all acts or things, on behalf of the Fund or otherwise, as may be necessary or desirable to give effect to those Special Resolutions. 27. ... In accordance with subsection 98(3), each partner in the Partnership (i.e., GPCo as general partner and Bidco as limited partner) will jointly elect in respect of the property in prescribed form and within the time referred to in subsection 96(4); (d) GPCo will then be wound up into its sole shareholder, Bidco, with the result that the undivided interest held by GPCo in the former assets of the Partnership (including the shares of Newco) will be transferred to Bidco but the Partnership will not distribute the shares of Newco received as consideration for such transfers until it is wound up as described in paragraph 30(c) above; and (e) Bidco may then decide to sell to third parties the shares of Newco. ...

As consideration for the property transferred by DC: TC1 will assume the TC1 Transfer Proportion, TC2 will assume the TC2 Transfer Proportion and TC3 will assume the TC3 Transfer Proportion, of the aggregate liabilities of DC; and Each of TC1, TC2 and TC3, will issue to DC, XXXXXXXXXX Class B common shares having a FMV equal to the amount by which the aggregate FMV of the particular properties so transferred to such corporation, exceeds the pro-rata share of DC's liabilities so assumed by such corporation. ... In consideration, TC1, TC2 and TC3 will each issue a non-interest bearing demand promissory note to DC (the "TC1 Note", "TC2 Note" and "TC3 Note", respectively) with a principal amount and FMV equal to the FMV of the Class B common shares that were purchased for cancellation. ... In consideration, DC will issue a non-interest bearing demand promissory note to each of TC1, TC2 and TC3 (the "DC1 Note", "DC2 Note" and "DC3 Note", respectively) with a principal amount equal to the redemption amount of the DC Special Shares so redeemed. 44. ...

The "Divestiture Adjustment" is a positive or negative adjustment representing the consideration (cash, assets, stock, etc.) received in any "Business Divestiture" minus the retained liabilities associated with the business sold minus the tax liabilities (or plus the tax credits or benefits) associated with such "Business Divestiture" minus the cash proceeds used to reduce Indebtedness of the Company and its subsidiaries. ... Deal Value means the aggregate consideration paid plus all Indebtedness assumed in any Business Acquisition. ... Calculation of Divestiture Adjustment Divestiture Adjustment means the consideration (cash, assets, stock, etc.) received in any Business Divestiture minus the retained liabilities associated with the business sold minus the tax liabilities(or plus the tax credits or benefits) associated with such Business Divestiture minus the cash proceeds used to reduce Indebtedness of the Company and its subsidiaries. ...

C-44; (f) "CHARITY" is XXXXXXXXXX; (g) "CHARITY 2" is the XXXXXXXXXX; (h) "Charity Portion" has the meaning given in paragraph 33(g) of the Existing Ruling; (i) "Class A Preference shares" means the Class A Preference Shares in the capital stock of XCO which are redeemable, retractable, non-voting, which carry an entitlement to a fixed non-cumulative dividend of XXXXXXXXXX % per annum on the redemption price thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares, Class B Preference shares, Class C Preference shares, Class D Preference shares, Class E Preference shares, Class F Preference shares and Class H Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon; (j) "Class B Preference shares" means the Class B Preference Shares in the capital stock of XCO which are redeemable, non-voting, which carry an entitlement to a fixed non-cumulative dividend of XXXXXXXXXX % per annum on the redemption price thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares, Class D Preference shares, Class E Preference shares, Class F Preference shares and Class H Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon; (k) "Class C Preference shares" means the Class C Preference Shares in the capital stock of XCO which are redeemable, retractable, non-voting, which carry an entitlement to a fixed non-cumulative dividend of XXXXXXXXXX % per annum on the redemption price thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares, Class B Preference shares, Class D Preference shares, Class E Preference shares, Class F Preference shares and Class H Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon; (l) "Class D Preference shares" means the Class D Preference Shares in the capital stock of XCO which are redeemable, non-voting, which carry an entitlement to a fixed non-cumulative dividend of XXXXXXXXXX % per annum on the redemption price thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares, Class E Preference shares, Class F Preference shares and Class H Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon; (m) "Class E Preference shares" means the Class E Preference Shares in the capital stock of XCO are which redeemable, non-voting, which carry an entitlement to a fixed non-cumulative dividend of XXXXXXXXXX % per annum on the redemption price thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares, Class F Preference shares and Class H Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon; (n) "Class F Preference shares" means the Class F Preference Shares in the capital stock of XCO which are redeemable, retractable, non-voting, which carry an entitlement to a fixed non-cumulative dividend of XXXXXXXXXX % per annum on the redemption price thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares and Class H Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon, but only after XCO makes any payments required to be made to the holders of Class A Preference shares, Class B Preference shares, Class C Preference shares, Class D Preference shares and Class E Preference shares; (o) "Class G Preference shares" means the Class G Preference Shares in the capital stock of XCO which are redeemable, retractable, non-voting, which carry an entitlement to a fixed non-cumulative dividend of XXXXXXXXXX % per annum on the redemption price thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares, Class A Preference shares, Class B Preference shares, Class C Preference shares, Class D Preference shares, Class E Preference shares, Class F Preference shares and Class H Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon; (p) "Class H Preference shares" means the Class H Preference Shares in the capital stock of XCO which carry an entitlement to a fixed, cumulative dividend of XXXXXXXXXX % per annum on the redemption value thereof and entitle their holder(s) to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the Common shares, Class A Preference shares, Class B Preference shares, Class C Preference shares, Class D Preference shares, Class E Preference shares and Class F Preference shares in an amount not exceeding the aggregate of their redemption price and any unpaid dividends declared thereon; (q) "Class J Preference shares" means the Class J Preference shares in the capital stock of XCO, added to the authorized capital of XCO in the manner described in paragraph 36 of the Existing Ruling, which are non-voting, preference shares that are redeemable and retractable for an amount equal to the value of the consideration received for such shares, entitle their holders to receive a fixed, non-cumulative dividend that is calculated by multiplying the redemption price thereof by the per annum rate of interest prescribed by paragraph 4301(c) of the Income Tax Regulations at the time of the issuance of the share, and entitle their holders to the property and assets of XCO on a liquidation, dissolution, winding-up or return of capital in priority to the holders of all other classes of shares of XCO, other New XCO Preferred Shares, in an amount not exceeding their redemption price; (r) [Reserved]; (s) "Family Trust" means the XXXXXXXXXX, which does not deal at arm's length with Mr. ... The Newco Preferred Shares will be redeemable and retractable at a redemption price equal to the fair market value of the consideration for which such shares were issued, have voting rights equivalent to those attached to the Newco Common Shares, have a non-cumulative dividend entitlement and a preferential entitlement to share in the remaining property and assets of Newco on its dissolution, liquidation, winding-up or distribution of capital. 32. ... X, the Trust and Newco, in accordance with the terms of the Trust Indenture, will enter into an agreement (the "Second Agreement") pursuant to which the Trust will transfer its XXXXXXXXXX New XCO Common Shares to Newco in consideration for the issuance by Newco of XXXXXXXXXX Newco Common Shares (the "Second Exchange"). ...

The salient terms of the Plan in respect to Restricted Stock Units are as follow: (a) The Committee has the discretion and authority to grant and transfer Restricted Stock Units to Canadian Participants, and to establish the terms, conditions and restrictions applicable to such Restricted Stock Units including the Restricted Period, which may differ with respect to each grantee, the time or times at which Restricted Stock Units may be granted or become vested, the number of Restricted Stock Units to be covered by a grant and the consideration, if any, required to be paid by a Canadian Participant for an award of the Restricted Stock Units. ... Any Tradable Options or Restricted Stock Units granted under the Plan and the terms of any Written Award Agreements shall be subject to equitable adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of stock or other consideration subject to such Tradable Option or a Restricted Stock Unit (a) in the event of changes in the outstanding Shares or in the capital structure of the Parent by reason of any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of a Tradable Option or a Restricted Stock Unit; (b) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Canadian Participants in the Plan; or (c) upon the occurrence of any other event which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. 36. Notwithstanding Paragraph 35, in the event: (a) the Parent is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Parent in a form other than stock or other equity interests of the surviving entity; (b) all or substantially all of the assets of the Parent are acquired by another person; or (c) the reorganization or liquidation of the Parent or the execution by the Parent of a written agreement to undergo an event described in Paragraphs 35(a), (b) or (c), then the Committee may, in its sole discretion, cancel any outstanding Tradable Option or Restricted Stock Unit and pay to the Canadian Participant holding such Tradable Option or Restricted Stock Unit, in cash, the value of such Tradable Option or Restricted Stock Unit based upon the price per share of Shares received or to be received by other shareholders of the Parent in the event, except that the terms of this provision may be varied by the Committee in any particular Written Award Agreement. 37. ...