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Also at that time, the Series D and/or Series O Units held by Exchanging Unitholders in the Participating Public Fund will be cancelled for no consideration. ... Certain investors in the [Public Funds] will dispose of their Units in exchange for cash or in kind consideration. The Initial Unit (as reduced or subdivided as the case may be, so as to have the same per unit NAV as the newly issued units) for each of the New Funds will be redeemed for an amount equal to its subscription price, i.e. for nominal consideration. ...

Sub1 will transfer all of its XXXXXXXXXX Common Shares on a s. 85(1) rollover basis in consideration for special shares of Newco Sub. ... Parent will transfer cash, Sub1 debt and XXXXXXXXXX Common Shares to Newco Sub on a s. 85(1) rollover basis in consideration for Newco Sub common shares. ... Parent will transfer all of its Newco Sub common shares on a s. 85(1) rollover basis to Newco in consideration for special shares of Newco. ...

Preliminarily to a Plan of Arrangement: Aco will transfer the Bco Notes (having an adjusted cost base equal to their principal) to a newly-incorporated CBCA corporation (Newco1) in consideration for the issuance of Newco1 common shares Aco will transfer its Newco1 common shares to Bco in consideration for the issuance of a nominal number of Bco common shares the paid-up capital of the Newco1 common shares will be reduced Newco1 will be wound-up into Bco, with Bco making a s. 80.01(4) election a CBCA corporation (New Aco) will be incorporated Under the Plan of Arrangement: convertible debentures owing by Aco will be converted into Aco common shares Aco (and New Aco on its behalf) will deliver or issue cash, Aco senior notes, Aco debentures exchangeable into New Aco common shares and New Aco common shares in exchange for the debt (which is then cancelled) of existing debt holders of Aco – with Aco thereafter issuing first preferred shares and notes to New Aco in consideration for the issuance of the New Aco common shares to such debt holders the pre-Arrangement common and preferred shares of Aco will be purchased by Aco in consideration for the delivery of New Aco common shares and cashless warrants to acquire New Aco common shares Rulings: ss. 40(2)(e.1) and 53(1)(f.1) will apply to the dispositions of the Bco Notes to Newco1, so that their ACB is preserved the extinguishment of the Bco Notes on the winding-up of Bco will not give rise to a forgiven amount (per s. 80.01(4)) interest on the debt issued by Aco to the former debt holders will be deductible provided the interest on the former debt was deductible capital losses arising to Aco under s. 111(4)(d) on the acquisition of its control by New Aco [i.e., because its first preferred shares are voting?] ...

Proposed transactions The estate will transfer its Class C common shares of the Corporation to a newly-incorporated corporation ("Newco") in consideration for a promissory note ("PN") and for non-participating voting common shares of Newco, with a joint election being made under s. 85(1). The Trust will transfer its Class F and I preferred shares of the Corporation to Newco in consideration for a promissory note ("PN1") with a principal equal to the FMV of such shares. The four holding companies ("Holdcos") for the four children (and their spouses) will transfer their respective Class D common shares of the Corporation to Newco in consideration for Class B non-voting participating shares of the Corporation with par value, with a joint election being made under s. 85(1). ...

Proposed transactions Transactions proposed to occur on Day 1 of an internal reorganization stretching over seven days include the following: Corporation 15 will transfer its shares of Corporation 17 and some of its intercorporate shareholdings to a newly-incorporated subsidiary (Newco Corporation 15) for non-share consideration equal to the fair market value of the transferred assets and in consideration for common shares of Newco Corporation 15, with a joint s. 85(1) election being made. ... Newco Corporation 15 will transfer its shares of Corporation 17 (the “Transferred Shares”) to Holdco 3 for non-share consideration equal to the ACB of the Transferred Shares and for redeemable retractable preference shares of Holdco 3, with a joint s. 85(1) election being made. Holdco 3 will transfer the Transferred Shares to Corporation 20 for non-share consideration equal to their fair market value. ...

Proposed transactions Opco will transfer the Specified Properties on a s. 85 rollover basis to a newly-incorporated subsidiary (Subco) in consideration for Subco common shares. ... Opco will redeem all of the Opco Class A Special shares for their redemption amount and FMV in consideration for Opco’s issuance of the Opco Note to the Estate having a principal amount and FMV equal to the redemption amount and FMV of the redeemed shares, with Opco designating the resulting s. 84(3) dividend as an eligible dividend under s. 89(14), and carrying back its resulting capital loss under s. 164(6). The Estate will transfer its Opco Class B Special Shares (electing under s. 85(1)) to a newly-incorporated corporation formed by it (“Newco”) in consideration mostly for a note (the “Newco Note”), and also Newco Class A Preference Shares which are issued by Newco as the balance of the consideration. ...

Parentco1, 2 and 3 will transfer all of its shares of DC to Holdco on a s. 85(1) rollover basis in consideration for corresponding shares of Holdco – and similarly for Parentco2 and 3. ... Holdco will transfer all of its DC Class B Special shares to TC on a s. 85(1) rollover basis in consideration for common shares of TC. DC will transfer to TC all of its common shares of Landco1, Landco2 and Landco3 on a s. 85(1) rollover basis in consideration for Class A Special shares of TC. ...

Newco will redeem the shares so issued by it to DC in consideration for the issuance of a demand non-interest bearing note. ... DC will purchase for cancellation the Class B and Class X shares held in it by TC in consideration for its issuance of a demand non-interest bearing note. ... A will transfer her voting Class A shares of DC to Holdco A for cash consideration and the two corporations will be vertically amalgamated. ...

Proposed transactions In order to effect a multi-wing split-up net asset butterfly: Each Shareholder formed a transferee corporation (TC1 and TC2, respectively), and transfers the applicable portion of his or her shares of DC, being common shares, to TC1 or TC2, as the case may be, on a s. 85(1) rollover basis in consideration for Class A common shares of TC1 or TC2, respectively. DC then transfers cash or near-cash assets (“Cash”) to TC1 in consideration for the assumption of liabilities equal to the amount of such Cash, including an assumption of the portion of a shareholder advance owing by DC to Shareholder 1, and transfers Immovable 1 (being an investment-type property) to TC1 in consideration for the issuance by TC1 of Class E preferred shares and the assumption of mortgage debt and of the balance of the shareholder advance owing to Shareholder 1. ... The Class E preferred shares are then redeemed by DC in consideration for the issuance of demand promissory notes. ...

Estate B will transfer its shares of Opco to a newly incorporated corporation (Newco B) in consideration for common and preferred shares of Newco B, with a joint election under subsection 85(1) being filed. Newco B will purchase for cancellation up to 25% of the preferred shares in its capital held by Estate B in consideration for a promissory note (the Newco B Note). Estate B will assign the Newco B Note to Opco as consideration for the partial repayment for the tax-funding loan described above. ...