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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. ...

" Ainsi, dans l'affaire Duha Printers, la cour a indiqué au paragraphe [85] que, pour déterminer s'il y a contrôle effectif, " il faut prendre en considération ce qui suit: 1. la loi qui régit la société; 2. le registre des actions de la société; 3. toute restriction, particulière ou exceptionnelle, imposée au pouvoir de l'actionnaire majoritaire de contrôler l'élection du conseil ou le 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: a. des actes constitutifs de la société; b. d'une convention unanime des actionnaires. ... À cet égard, la directive de la Cour suprême du Canada de prendre en considération toute restriction imposée au pouvoir des actionnaires de contrôler l'élection du conseil, en vertu d'un acte constitutif ou d'une clause de cette nature, ne fait référence, selon nous, qu'à des changements au nombre de voix requis pour l'élection de ce conseil par les actionnaires. ... Indeed, it was seen that even though Mimetix paid US$100,000 to acquire the licence for DIAC, a sub-licence was granted to the appellant for no consideration. ...

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) XXXXXXXXXX (m) XXXXXXXXXX (n) XXXXXXXXXX (o) XXXXXXXXXX (p) XXXXXXXXXX (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 XXXXXXXXXX for purposes of the Act; (t) "Final Distribution Date" has the meaning given in paragraph 33(k) of the Existing Ruling; (u) "First Agreement" has the meaning given in paragraph 37 of the Existing Ruling; (v) [Reserved]; (w) "Gift" has the meaning given in Paragraph 41; (x) "Income Tax Regulations" means the Income Tax Regulations, C.R.C., c. 945; (y) "Material Date" means the day that is one day after the death of XXXXXXXXXX; (z) XXXXXXXXXX; (aa) "New XCO Common Shares" means the Class A Common 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 voting, participating common shares, which will entitle their holders to XXXXXXXXXX votes per share, to receive dividends as and when declared by the directors of XCO and to share in the remaining property and assets of XCO on its dissolution, liquidation, winding-up or distribution of capital on a pro-rata basis with any holders of voting Common shares in the capital stock of XCO, but subject to the prior rights of holders of all classes of Preference shares in the capital stock of XCO; (bb) "New XCO Preferred Shares" means the Class I 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, which are redeemable and retractable for $XXXXXXXXXX per share, 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 which 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 Class J Preference shares in an amount not exceeding their redemption price; (cc) "Newco" means the wholly-owned subsidiary of the Trust that is to be incorporated by the Trust after the death of XXXXXXXXXX as described in Paragraph 31; (dd) "Newco Common Shares" has the meaning given in Paragraph 31; (ee) "Newco Preferred Shares" has the meaning given in Paragraph 31; (ff) "New Shares" has the meaning given in Paragraph 38; (gg) "paid-up capital" has the meaning assigned by subsection 89(1); (gg.1)"Paragraph" means a numbered paragraph of this letter; (hh) "qualified donee" has the meaning assigned by subsection 149.1(1); (ii) "registered charity" has the meaning assigned by subsection 248(1); (jj) "Second Agreement" has the meaning given in Paragraph 33; (kk) "Second Exchange" has the meaning given in Paragraph 33; (ll) "SOCIETY" means XXXXXXXXXX; (mm) XXXXXXXXXX (nn) "Society Distribution Date" has the meaning given in paragraph 33(j) of the Existing Ruling; (oo) "Society Portion" has the meaning given in paragraph 33(g) of the Existing Ruling; (pp) "Subject Shares" has the meaning given in Paragraph 38; (qq) "Subsidiaries" has the meaning given in Paragraph 5; (rr) "Subsidiary Shares" has the meaning given in Paragraph 5; (ss) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); (tt) "Third Agreement" has the meaning given in Paragraph 38; (uu) "Third Exchange" has the meaning given in Paragraph 38; (vv) "Trust" means the XXXXXXXXXX, a trust formed under the laws of the Province of XXXXXXXXXX in the manner described in paragraphs 26 to 35 of the Existing Ruling; (ww) "Trust Indenture" means the Trust Indenture of the Trust as described in paragraphs 28 to 35 of the Existing Ruling, containing the terms of the draft version of XXXXXXXXXX that was submitted on XXXXXXXXXX for the purposes of the request for the Existing Ruling; (xx) "Trustco" means XXXXXXXXXX (yy) "XCO" means XXXXXXXXXX.; (zz) "XCO Distributed or Substituted Property" has the meaning given in Ruling D, below; and (aaa) "XCO Person" has the meaning given in Ruling D, below. ... 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. ... After the death of XXXXXXXXXX, 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 Class B LP Units are owned by various third party vendors who received such units as consideration for the disposition of certain income-producing properties located in Canada to Portfolio LP. ... Finance Trust will transfer all of the US Holdco Notes held by it to the REIT for no consideration (the “Finance Trust Disposition”). ... The REIT will transfer all of the Amended US Holdco Notes to F17 Trust for no consideration (the “REIT Disposition” and, together with the Finance Trust Disposition, the “Dispositions”). ...

In order for an inter vivos trust to be a personal trust, there must be no beneficial interest in the trust acquired for consideration payable to the trust or to any person who has made a contribution to the trust. 108(7) provides that, for purposes of the definition of personal trust in 248(1), if only one person makes a contribution of property to the trust, that person will be deemed to have acquired his or her beneficial interest in the trust for no consideration. ... More particularly, in consideration of the Absolute Surrender, the Release, the Indemnity and the mutual promises and covenants set out in the Settlement Agreement, Canada and XXXXXXXXXX will each agree that the First Nation is entitled: (a) to replacement Reserve equal to the area of the Claim Land in the amount of XXXXXXXXXX acres of land; and (b) to the Compensation in the total amount of $XXXXXXXXXX for: i) its loss of opportunity to use and benefit from the Claim Land, the amount of which has been determined based on applicable legal principles over the course of negotiations which commenced in XXXXXXXXXX; ii) its loss of community infrastructure arising from its dislocation from the Claim Land and relocation to XXXXXXXXXX; iii) its costs to be incurred in and related to the purchase of the replacement Reserve land and the setting apart of that amount of land as Reserve; and iv) its administrative, technical, professional and legal costs incurred in the research, preparation, submission, negotiation and settlement of its Claim. 28. ...

Reasons: In consideration for receiving the initial distribution and the XXXXXXXXXX Certificates, each of the ALCs settled their proven claims. ... In addition to the foregoing, the Plan provided for the issuance of XXXXXXXXXX Certificates, as part of the consideration to be provided to the ALCs of X Co. in satisfaction of their claims against X Co.. ... In consideration of the extension of the Plan beyond XXXXXXXXXX, the ALCs became entitled to receive on or after the Plan Implementation Date an additional amount to be divided pro rata between them based upon the proportion which the Proven Claim of an Arm's Length Creditor was to the aggregate amount of Proven Claims of all of the ALCs, as follows: (a) On the Plan Implementation Date, the Liquidator would provide to the Administrator, for distribution to the ALCs, the sum of XXXXXXXXXX (b) XXXXXXXXXX. 48. ...

(f) Immediately after the proposed transactions in Paragraphs 57(a) to (e), Newco 1 will redeem the Series 1 Preferred Shares held by New LP in consideration for a non-interest bearing promissory note issued by Newco 1 (the "Newco Note 1"). The Newco Note 1 will have a principal amount and fair market value equal to the redemption amount and fair market value of the Series 1 Preferred Shares redeemed; (g) Immediately after the proposed transactions in Paragraphs 57(a) to (e), Newco 2 will redeem the Series 2 Preferred Shares held by New LP in consideration for a non-interest bearing promissory note issued by Newco 2 (the "Newco Note 2"). ... 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 a guarantee agreement as contemplated in subsection 112(2.2); (b) the subject of a dividend rental arrangement as contemplated in subsection 112(2.3); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 74. ...

Nevertheless, to determine whether it applies, consideration must be given to the fact that dividends were not paid on shares in preceding taxation years, other than prescribed shares. ... Consideration, of course, would have to be given to subsection 78(4) in determining the year in which the amount would be deductible. ... As such the "interest" component would be part of the purchaser price, rather than consideration for money due, owing to or belonging to the vendor. ...

Also if an issue is one that appears to be of concern to a number of taxpayers consideration will be given to communicating the Department’s position in our Technical Newsletters. ... Had the purchaser not assumed the contingent liabilities, the amount of cash or other consideration that it would have had to pay would have increased accordingly. ... Consequently, the application of the cost plus method requires careful consideration of the relative efficiency of the service providers being compared. 72. ...

The payment of a bill or invoice of the deemed resident trust by a beneficiary for no consideration would constitute a "contribution" as defined in proposed subsection 94(1). ... In situations where a trust governed by an RRSP acquires property for consideration that is greater than the fair market value of the property at time of acquisition, the difference between the fair market value and the consideration is included in the annuitant's income under subsection 146(9). ... If unintended tax consequences are caused by the application of subsection 256(9), consideration should be given to electing out of subsection 256(9). ...