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Pubco will acquire an undivided percentage interest in the Royalty from Partnership D in consideration for the issuance of a demand promissory note (the "Royalty Purchase Note"), with the proceeds being allocated by Partnership D to its partners (Subco and Pubco.) ... Subco will redeem the preferred share issued to Pubco in 1 in consideration for transferring the Newco 1 Note and for issuing a further Note, with a contemporaneous eligible dividend notice. ... Partnership B will transfer its interest in Partnership H and certain shares to a newly-incorporated subsidiary of Pubco (Newco 2) in consideration for redeemable preferred shares of Newco 2 with a price adjustment clause and with a s. 85(2) election made. ...

., including both the immediate non-resident parent (Foreign SpinCo Sub) and non-resident grandparent (Foreign SpinCo) of TC in a circular exchange of consideration. ... DC will transfer the “Distribution Property” (i.e., the DC Sub Common Shares) under s. 85(1) to TC in consideration for the issuance of TC Preferred Shares and (if applicable) the assumption of certain DC liabilities. ... TC will redeem all the TC Preferred Shares, and DC will redeem all the DC Special Shares, in each case, in consideration for issuing a promissory note. ...

Completed pipeline transaction The estate had engaged in a pipeline transaction under which it transferred its shares of a predecessor of Transferor (Holdco) to a newly-incorporated corporation (Newco) in consideration for a note (the Estate Note), and preferred shares, of Newco, with Newco subsequently being amalgamated with Holdco so as to bump the shares of Corporation pursuant to s. 87(11). ... Each child will transfer the assets so received by her or him to Child 1 Holdco, or Child 2 Holdco, on a s. 85(1) rollover basis, in consideration for a note and preferred shares of the respective Child Holdco, with the PUC of such preferred shares being determined in accordance with s. 84.1(1)(a). ... Transferor will transfer a pro rata portion of its two types of property to Child 1 Holdco and Child 2 Holdco on a s. 85(1) rollover basis in consideration in each case for preferred shares of the respective Holdco and the assumption of ½ of the Estate Note and Trust Note, so that the two notes will be extinguished by operation of law. ...

Proposed transactions: The Estate will transfer its Class A and C shares to a newly-incorporated corporation (Newco), whose common shares are owned equally by X, Y and the Trust, in consideration for two Notes Y and Z will transfer their common and Class B shares, and the Trust will transfer its common share, of Amalco to Newco in consideration for non-voting preferred shares of Newco Amalco will be amalgamated with Newco no sooner than one year after the above transfers The Notes "will be gradually repaid over a period of at least one year after the amalgamation date, but the amount of the repayments in any given quarter of that year will not exceed X% of the principal amount of Note 1 and Note 2 when they were issued" Rulings: S. 84.1 will not apply to the transfer of shares by the Estate to Newco for the Notes, except that it will so apply to the extent of the V-Day value of the Class A shares so transferred by it S. 84(2) will not apply to deem the Estate to have received a dividend on the Class A and C shares ...

Proposed transactions Each of the Charity and Aco will transfer assets (including goodwill) to Newco (a CBCA corporation) in consideration for Class A or Class B redeemable preferred shares (bearing a dividend on their redemption amount equal to the prevailing interest rate prescribed under Reg. 4301(c)) and cash in consideration for Class C preferred shares. ...

The proposed transactions will be implemented before a potential acquisition of control of the foreign parent (which would "grind" the adjusted cost base of Loans under s. 111(4)): GP and Holdco will transfer Loan 1 and 2 to a newly-incorporated subsidiary (Subco) of Opco in consideration for Subco Preferred Shares Opco will transfer its partnership interest in GP to Canco 2, so that GP will cease to exist and Canco 2 will receive Subco Preferred Shares Canco 2 (which does not have significant tax attributes) will distribute such Subco Preferred Shares to Holdco in settlement of Loan 3 (thereby giving rise to a forgiven amount to it) Holdco will transfer its Subco Preferred Shares to Opco in consideration for Opco Preferred Shares Subco will be wound up into Opco under s. 88(1) (following a reduction of the stated capital of the Subco Preferred Shares)so that Loans 1 and 2 (previously owing to Subco by Opco) will be extinguished Rulings (following ATR-66): Ss. 40(2)(e.1) and 53(1)(f.11) will apply to the dispositions of Loans 1 and 2 to Subco The settlement of Loans 1 and 2 on the Subco winding-up will not give rise to a forgiven amount per s. 80.01(4) Neither s. 40(2)(e.1) nor s. 40(3.4) will apply to deny the capital loss to Holdco on the settlement of Loan 3 S. 61.3(3) will not apply to deny the application of s. 61.3(1) to Canco 2 (re inter alia the forgiven amount arising to it on the settlement of Loan 3) S. 245(2) will not be applicable ...

The proposed transactions will be implemented before a potential acquisition of control of the foreign parent (which would "grind" the adjusted cost base of Loans under s. 111(4)): GP and Holdco will transfer Loan 1 and 2 to a newly-incorporated subsidiary (Subco) of Opco in consideration for Subco Preferred Shares Opco will transfer its partnership interest in GP to Canco 2, so that GP will cease to exist and Canco 2 will receive Subco Preferred Shares Canco 2 (which does not have significant tax attributes) will distribute such Subco Preferred Shares to Holdco in settlement of Loan 3 (thereby giving rise to a forgiven amount to it) Holdco will transfer its Subco Preferred Shares to Opco in consideration for Opco Preferred Shares Subco will be wound up into Opco under s. 88(1) (following a reduction of the stated capital of the Subco Preferred Shares)so that Loans 1 and 2 (previously owing to Subco by Opco) will be extinguished Rulings (following ATR-66): Ss. 40(2)(e.1) and 53(1)(f.11) will apply to the dispositions of Loans 1 and 2 to Subco The settlement of Loans 1 and 2 on the Subco winding-up will not give rise to a forgiven amount per s. 80.01(4) Neither s. 40(2)(e.1) nor s. 40(3.4) will apply to deny the capital loss to Holdco on the settlement of Loan 3 S. 61.3(3) will not apply to deny the application of s. 61.3(1) to Canco 2 (re inter alia the forgiven amount arising to it on the settlement of Loan 3) S. 245(2) will not be applicable ...

Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay "Employee Accruals" under various compensation and retirement plans in consideration for additional Partnership Units. ... Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay “Employee Accruals” under various compensation and retirement plans in consideration for additional Partnership Units. Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...

Sub1 will assume all indebtedness of Partnership, including the Partnership-Parent Note and Partnership’s obligation to pay "Employee Accruals" under various compensation and retirement plans in consideration for additional Partnership Units. ... Sub2 will transfer its interest in Partnership to Sub1 in consideration for Sub1 Preferred Shares and a non-interest bearing promissory note (the “Sub1 Note”), jointly electing under s. 85(1). ...