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The dividend rate will be determined at the time of the Proposed Transactions, and subsequently, at the beginning of each taxation year; (c) redeemable at any time at the option of the holder or Newco for cash or by delivering a financial asset of Newco (including the XXXXXXXXXX/Aco Demand Loan issued under paragraph 10 below) for an amount equal to the aggregate of the fair market value of the consideration for which the shares were issued and any unpaid dividends. ... The amount of the special dividend will reflect the estimated time utilization of the non-capital losses of XXXXXXXXXX/Aco and other considerations and is estimated for the purposes of this ruling to be no more than XXXXXXXXXX% of the amount of the non-capital losses utilized in the year; (b) XXXXXXXXXX/Cco will in turn pay a special dividend on its Class XXXXXXXXXX shares held by XXXXXXXXXX/Aco and XXXXXXXXXX/Bco in a total amount equal to the dividend received from XXXXXXXXXX/Dco under paragraph 14(a) above; and (c) XXXXXXXXXX/Bco will in turn pay a special dividend on its common shares held by XXXXXXXXXX/Aco in an amount equal to its share of the dividend paid by XXXXXXXXXX/Cco in paragraph 14(b) above. 15. ...

DC will incorporate Newco under the laws of Canada and will subscribe for common shares for nominal consideration. ... As consideration, Newco will issue to Realty XXXXXXXXXX preferred shares in the capital of Newco which will have a redemption amount and a fair market value equal to that of the property transferred to it. ...

The Class C shares are entitled to one vote per share to the extent that they are not transferred to a person other than the spouse or child of the original holder (XXXXXXXXXX), are non-participating and are redeemable for nominal consideration. 7. ... Subsection 131(12) of S.C. 1998, c. 21 will deem the shares of XXXXXXXXXX, which are to be issued as described in paragraph 11 above, to be, for the purposes of the application rule described in paragraph 131(11)(b) of S.C. 1998, c. 21, the same shares as the shares of XXXXXXXXXX in consideration for which they are issued. 8. ...

The consideration for this share purchase will be $XXXXXXXXXX, subject to certain adjustments, and the Closing will be on, or about XXXXXXXXXX. ... On the first day after the Closing ("Date2"), XXXXXXXXXX will subscribe for a 1% partnership interest in the Partnership for a consideration of cash equal to the fair market value of such interest. ...

The paid-up capital of the SVS includes any reduction required under subsection 85(2.1) in respect of SVS issued as consideration for the transfer of property in a transaction to which subsections 85(1) or (2) applied. 6. ... The paid-up capital of the MVS includes any reduction required under subsection 85(2.1) in respect of MVS issued as consideration for the transfer of property in a transaction to which subsections 85(1) or (2) applied. 7. ...

Lossco will subscribe for Newco Common Shares for nominal consideration. 11. ... The Newco Preferred Shares described in Paragraph 9 will not be, at any time during the implementation of the Proposed Transactions described herein: (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 (and nor will any of the dividends paid on the Newco Preferred Shares in the course of the Proposed Transactions be received as part 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). 20. ...

Uscorp2 will sell all of the shares of USco1 to Foreignco2 for fair market value consideration. 13. ... For greater certainty, the CRA has not, in the context of issuing this letter, considered, confirmed or made any determination in respect of: (a) the country of residence of Foreignco1, Foreignco2, US Parent, USco1 or UScorp2 for purposes of the Act or a particular income tax convention which has entered into force between Canada and another country; (b) the application or interpretation of any foreign law or foreign tax considerations, including whether the continuance USco1 to XXXXXXXXXX and to an XXXXXXXXXX ULC under the XXXXXXXXXX would result in any gain or income for foreign tax purposes; (c) the PUC of any share, or the ACB or FMV of any property referred to herein; (d) any other tax account of any corporation referred to herein; (e) the characterization of any share or other property as taxable Canadian property; or (f) any other tax consequence relating to the facts, Proposed Transactions or any transaction or event taking place either prior to the Proposed Transactions or subsequent to the Proposed Transactions, whether described in this letter or not, other than those specifically described in the rulings given above. ...

Subject to the application of subsection 69(11), provided the appropriate joint elections are filed in the prescribed form and manner within the time limits specified in subsection 85(6) and provided that each particular property so transferred is an eligible property in respect of which shares have been issued as full or partial consideration therefor, subsection 85(1) will apply to the transfers of the Transferred Assets described in Paragraphs 18 and 20, such that the agreed amount in respect of each such transfer will be deemed to be the particular transferor’s proceeds of disposition of the particular property and the particular transferee’s cost thereof. ... Nothing in this letter should be construed as a confirmation, express or implied, that, for the purpose of any of the rulings given above, any adjustment to the FMV of the properties transferred or the redemption amount of the shares issued as consideration, whether pursuant to a price adjustment clause or otherwise, will be effective retroactively to the time of the transfer and issuance of shares. ...

Newco 2 will issue to each  of A and B an equal number of common shares as consideration  for the shares of Holdco which it acquires from them.       ... The Department has agreed to make an exception to it's position where a shareholder owns only preferred shares with a fixed redemption price and which were acquired in consideration for an amount of cash equal to the fixed redemption price.  ...

Each shareholder of OPCO will transfer his shares of OPCO to NEWCO for consideration comprising shares of NEWCO having a fair market value equal to the fair market value of the shares of OPCO so disposed of by him and will elect, jointly with NEWCO, to have the provisions of subsection 85(1) of the Act apply to the transfer.  ... Each of the three individuals will transfer the shares of the HOLDCO owned by him to OPCO for sole consideration comprising shares of OPCO having a fair market value equal to the fair market value of the shares of the HOLDCO so disposed of by him and will elect, jointly with OPCO, to have the provisions of subsection 85(1) of the Act apply to the transfer.  ...