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In particular, the following steps would occur: i) Bidco would be incorporated under the laws of Ontario; ii) Aco and Bco would each subscribe for more than 10% of the shares of the same class of voting shares of Bidco, Cco would subscribe for all the shares of another class of voting shares of Bidco and Management would subscribe for all the shares of another class of voting shares of Bidco; iii) Bidco would borrow funds from financial institutions (including Aco and Bco); iv) Bidco would make a takeover bid (the "Bid") for all of outstanding shares of Xco and would pay for such shares with cash consideration. ...

These ruling are based on the Act in its present form and do not take into consideration any proposed amendments to the Act. ...

The amount to be included in a Participant’s income for a year, pursuant to the Offer, in respect of the disposition of existing rights under the PSP is, under subsection 5(1) of the Act, the Cash Payment received from the Corporation in the year as described in subparagraph 14(a) above; The above ruling, which is based on the Act in its present form and does not take into consideration any proposed amendments thereto, is given subject to the general limitations and qualifications set out in Information Circular 70-6R3 dated December 30, 1996, and is binding on Revenue Canada provided that the proposed transactions are completed within six months of the date of this letter. ...

Finalement, l’élément A.1 de la définition du «contingent des versements» prévoit que les montants représentant des dons reçus au cours des années antérieures, devront être pris en considération dans le calcul du contingent des versements si ces montants sont dépensés dans l’année et s’ils avaient été exclus par, entre autres, l’effet de l’alinéa b) de l’élément A de la définition du contingent des versements décrite au paragraphe 149.1(1) de la Loi. ...

Subject to the receipt of a favourable advance income tax ruling, XXXXXXXXXX will acquire all of the issued and outstanding shares of XXXXXXXXXX for a consideration to be established. ...

It appears that the rule in subsection 112(7) of the Act was not extended to shares held as mark-to-market property because they would be disposed of as a result of the amalgamation for proceeds equal to the fair market value of the consideration received. ...

However, when a post-dated cheque is received as an attachment to a cash purchase ticket, consideration must be given to the effect of the cash purchase ticket and its deferral, if any, as well as the cheque. ...

The above rulings, which are based on the Act in its present form and do not take into consideration any proposed amendments thereto, are given subject to the general limitations and qualifications set out in Information Circular 70-6R3 dated December 30, 1996, and are binding on Revenue Canada provided that the proposed transactions are completed within six months of the date of this letter. ...

Parent will incorporate a wholly-owned Canadian subsidiary under the XXXXXXXXXX and will subscribe for common shares for nominal consideration (“CanHoldco”). ...

Our comments As outlined in paragraph 11 of Interpretation Bulletin IT-432R, generally speaking, any transfer of property by a corporation to or on behalf of a shareholder for inadequate or no consideration may give rise to an appropriation of property within the meaning of paragraph 15(1)(b) of the Income Tax Act, unless the provisions of paragraphs (a) to (d) apply. ...