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2022 Ruling 2022-0925601R3 F- Post-mortem Pipeline Unedited CRA Tags 84(2), 84.1, 245(2) Principal Issues: 1) Whether section 84.1 will apply to reduce the PUC on the shares of the new corporation received as consideration for the disposition of the shares. 2) Whether subsection 84(2) will apply to the proposed transactions. 3) Whether subsection 245(2) will apply to the proposed transactions. ...

As consideration for the units being redeemed, the Trust will assign an equivalent number of its USco shares to Buyco. 23. ...

The Losscos Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: a. subject of any undertaking that is referred to subsection 112(2.2) as a “guarantee agreement”; 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); or 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). 30. ...

The shares on which a dividend is declared or paid in the course of the Proposed Transactions, will not, at any time be: i. the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; ii. the subject of a dividend rental arrangement as that term is defined in subsection 248(1); iii. the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or iv. issued for consideration that includes: a. 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 b. any right of the type described in subparagraph 112(2.4)(b)(ii). 28. ...

The Subscribed Newco Preferred Shares will not at any time during the implementation of the Proposed Transactions 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; 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). 30. ...

2025 Ruling 2025-1052291R3 F- Post-mortem Hybrid Pipeline Principal Issues: 1) Whether section 84.1 applies to reduce the PUC of the shares of the capital stock of the purchaser corporation received as consideration for the disposition of the shares. 2) Whether subsection 84(2) applies to the proposed transactions. 3) Whether subsection 245(2) applies to the proposed transactions. ...

(c) qu'il soit fait mention dans les caractéristiques des actions de catégorie "F" qu'un "montant indiqué" aux fins du paragraphe 191(4) sera désigné par résolution des administrateurs lors de leur émission, sans excéder la JVM de la considération reçue lors de leur émission. ... Il sera fait mention dans les caractéristiques des actions de catégorie "F" qu'un "montant indiqué" aux fins du paragraphe 191(4) sera désigné par résolution des administrateurs lors de leur émission, sans excéder la JVM de la considération reçue lors de leur émission. ...

Prior to undertaking the proposed transactions detailed below, X Co will transfer at fair market value all of its rights, titles and interests to the property relating to the Project to Opco, including the PPA, for consideration consisting solely of XXXXXXXXXX common shares of Opco. ... No Class A share of Opco that has been issued would be cancelled as a result of the occurrence of any Act of Termination and no amount in respect of consideration paid for a share so issued would be returned to the investor. 33. ...

A Co has entered into management services arrangements with B Co and other subsidiaries of A Co which provide for charges to B Co and such subsidiaries in favour of A Co in consideration for A Co making available the services of its employees. ... When A Co or B Co receives a payment in kind rather than in cash upon the disposition of all or a portion of a Qualifying Investment, no amount will be added to the Participants' Principal Accounts until such consideration has been realized in cash, at which time amounts will be credited to the Participants' Principal Accounts in the same manner as on the disposition of a Qualifying Investment for cash proceeds. 39. ...

XXXXXXXXXX will pay an annual fee (the "Put Fee XXXXXXXXXX"), XXXXXXXXXX as consideration for entering into the Put Agreement XXXXXXXXXX described in paragraph 79. 81. ... XXXXXXXXXX will pay an annual fee (the "Put Fee XXXXXXXXXX"), XXXXXXXXXX as consideration for entering into the Put Agreement XXXXXXXXXX described in 83 above. 85. ... XXXXXXXXXX will pay an annual fee (the "Put Fee XXXXXXXXXX"), XXXXXXXXXX as consideration for entering into the Put Agreement XXXXXXXXXX described in 87 above. 89. ...