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Permitted exchanges/Three-Party Share Exchange Foreign Sub 1 will concurrently make the following transfers of its shares of DC (which will not be taxable Canadian property): (i) transfer all the DC Special Shares to TC, a newly-incorporated private corporation subsidiary of Foreign Sub 1 (para. 126(a)) in consideration for the issue of common shares of TC; and (ii) transfer all the DC New Common Shares to Foreign Sub 15, a newly-incorporated LLC subsidiary of Foreign Spinco 1 which, in turn will be a non-Canadian subsidiary of Foreign Sub 1 (para. 126(b)). ... DC transfers assets to TC including A Co and E Co (the Foreign Subsidiaries of CFAs) in consideration for the assumption of liabilities and the issuance by TC of preferred shares, so that the proportion of the net business assets received by TC approximates the ratio of the FMV of the DC Special Shares to the FMV of all the issued and outstanding DC shares. ...

Proposed transactions: Spousal Trust will transfer its Class A and B preferred shares of Holdco to Newco in consideration for the Newco Note (in the case of the A's) and voting redeemable retractable non-cumulative Class B preferred shares (in the case of the B's). ...

Permitted exchanges/Three-Party Share Exchange Foreign Sub 1 will concurrently make the following transfers of its shares of DC: (i) transfer all the DC Special Shares to TC, a newly-incorporated private corporation subsidiary of Foreign Sub 1 (para. 126(a)) in consideration for the issue of common shares of TC; and (ii) transfer all the DC New Common Shares to Foreign Sub 15, a newly-incorporated LLC subsidiary of Foreign Spinco 1 which, in turn will be a non-Canadian subsidiary of Foreign Sub 1 (para. 126(b)). ...

ACo will transfer its shares of BCo to Newco for Class 4 preferred shares (in order "to transfer ACo's entitlement to pre-72 CSOH to Newco"), and will elect under s. 85(1) "to ensure that paragraph 88(2.2)(b) applies on the transfer"; PUC will allocated to the Class 4 preferred shares equal to the PUC of the ACo shares held by Newco "to ensure that the deemed dividends on the redemptions [in 4 below] will be equal;" There will be a cross-redemption of shares between ACo and Newco in consideration for promissory note issuances, giving rise to equal dividends (as a result of the PUC of the Class 4 preferred shares of Newco being established with this end in view), with the promissory notes then being set-off. ...

ACo will transfer its shares of BCo to Newco for Class 4 preferred shares (in order "to transfer ACo's entitlement to pre-72 CSOH to Newco"), and will elect under s. 85(1) "to ensure that paragraph 88(2.2)(b) applies on the transfer"; PUC will allocated to the Class 4 preferred shares equal to the PUC of the ACo shares held by Newco "to ensure that the deemed dividends on the redemptions [in 4 below] will be equal;" There will be a cross-redemption of shares between ACo and Newco in consideration for promissory note issuances, giving rise to equal dividends (as a result of the PUC of the Class 4 preferred shares of Newco being established with this end in view), with the promissory notes then being set-off. ...

Amalco will transfer all of the Business 1 assets to BCo in consideration for the assumption of ACo’s obligations and a portion of the Amalco Certificates of Indebtedness and the issuance to Amalco of BCo Membership Shares. ...

Subject transactions ACo transferred all of its FA1 shares to a newly-incorporated foreign affiliate (New FA) for FMV consideration satisfied by the issuance of common shares, and with the stated capital of those shares equalling the principal amount of the BCo Note referenced in 2 below. ...

A or members of the B family, DC will simultaneously transfer to each of TC1 and TC2 under s. 85(1) a pro rata (1/2) portion of the net FMV of each type of property owned by it (so that each will receive an undivided beneficial interest in the rental property) in consideration for the assumption of liabilities (so as to ensure the pro rata test is satisfied) and for the issuance of voting Class B Preferred Shares (representing more than XX% and less than 50% of the votes of the issuer). ...

Immediately following the interest payment in 8, and in connection with the unwinding of the loss consolidation arrangement, Newco will redeem the Newco Preferred Shares held by ACo in consideration for its issuance of a non-interest bearing promissory note (the "Newco Note"), then; ACo will repay Loan 2 by assigning the Newco Note to Lossco, then; Loan 3 and the Newco Note will be repaid by mutual set-off. ...

Lossco will sell all of its shares of Newco 2 to Profitco for FMV cash consideration, and Profitco will then immediately authorize the winding-up of Newco 2 into Profitco so that all its assets are distributed to Profitco and any liabilities assumed, and it will then be formally dissolved. ...